McCabe & Mrs. Miller

by Glenn Erickson Oct 21, 2016

Robert Altman, Warren Beatty and Julie Christie join together for one of the great westerns, a poetic account of the founding of a town and the way big business preys on foolish little guys. Raw and cluttered, the show gives the genre a new look, with a dreamy mix of snowflakes, opium and the music of Leonard Cohen.

McCabe & Mrs. Miller
The Criterion Collection 827
1971 / Color / 2:40 widescreen / 121 min. / available through The Criterion Collection / Street Date October 11, 2016 / 39.95
Starring Warren Beatty, Julie Christie, Rene Auberjonois, William Devane, John Schuck, Bert Remsen, Shelley Duvall, Keith Carradine, Michael Murphy, Antony Holland, .
Cinematography Vilmos Zsigmond
Production Designer Leon Ericksen
Film Editing and Second Unit Director Louis Lombardo
Original Music Leonard Cohen
Written by Robert Altman, Brian McKay
from the novel McCabe by Edmund Naughton
Produced by Mitchell Brower, David Foster
Directed by Robert Altman

Robert Altman films run hot and cold for this reviewer. His attempts at contemporary relevance and social analysis don’t do much for me, but his genre efforts and quirky experiments almost always appeal. 1971’s McCabe & Mrs. Miller is something of a minor masterpiece, a traditional western overlaid with a sense of economic reality and vulgar realism. A melancholy fable about ordinary business ruthlessness, it’s a fine alternative to other supposedly revisionist westerns of the day. It remains a uniquely Altmanesque creation. At a time when the genre was definitely dying out, it gave the genre a new direction.

The movie came early in a long string of Altman box office flops. M*A*S*H and Nashville fared reasonably well, but almost everything else did dismal business, as Altman followed his own creative muse instead of chasing standard success in the Hollywood grind. McCabe & Mrs. Miller sounds today like a dream project — both Warren Beatty and Julie Christie wanted to work with him. They certainly made something different, a wispy opium dream of a movie, with Vilmos Zsigmond’s artsy widescreen cinematography zooming to and fro and Leonard Cohen’s dreamy ballads on the soundtrack.

The story is set in the Pacific Northwest, somewhere between Seattle and Portland, in 1902. John McCabe (Warren Beatty) supplies the new town Presbyterian Church with its first prostitutes, a private enterprise that makes him the tiny hamlet’s star citizen. Then the savvy madam Constance Miller (Julie Christie) shows up offering to run the town’s women for him, in a real house with some class and hygiene. The partners prosper until the agents of a regional cartel arrive to buy them out. McCabe doesn’t take the offer seriously, and then finds himself in the embarrassing position of trying to negotiate with the follow-up team, a trio of hired killers who laugh at his sudden willingness to sell. John doesn’t know whom to turn to. Constance has a soft spot for John but sees him as far too naïve. A big town lawyer (William Devane) urges him to fight the gangsters, to deal a symbolic blow for American entrepreneurial independence.


The visual surface of McCabe & Mrs. Miller is what we first notice: all long lenses and shallow focus, following characters through the wooden shacks of Presbyterian Church as if spying on them from afar. Altman’s view is detached and selective; his actors behave almost as if they didn’t know we were watching. In many scenes, a couple of dozen people mill about and converse freely in what for any other director would have been a sound mixer’s nightmare. Apparently it was all multi-miked; some reviewers complained about inaudible dialogue in the eventual monaural mix. Altman soon became noted for rigging his sets to record sound on machines meant for multi-track music recording.  The separate tracks of discrete dialogue could be mixed as a wall of chatter, with important words peeking through.  American Cinematographer wrote up his later movie California Split, in which Altman’s sound recordists laid down up to 24 tracks at a time from 24 microphones, enabling very complicated sound mixes.

Altman goes for the overall mood and atmosphere of group scenes, embracing the cacophony rather than trying to cut through it. The card games and collage-like bar huddles involve a lot of improvisation, and where the camera happens to be pointing at any particular moment is almost beside the point. The indistinct dialogue forces us to tune in or give up. We’re prompted to invest in the story and to decipher it for ourselves. It’s a clever technique to create audience involvement, and in this show it works pretty well.

It’s a new century in the wild Northwest but the music we hear is from ’60s folksinger Leonard Cohen, a stylistic anachronism that nevertheless fits well with the melancholy loneliness and the softly falling snow. The barely-melodic repetitious tunes are reassuring, and the bits of lyrics that filter through comment well on the story. The Cohen tunes complement the cinematography, which after winter arrives, generates a convincing snowbound feeling.

The story is the old tale of the individual entrepreneur versus Eastern-style organized business interests, except that Altman and co-writer Brian McKay constantly twist the particulars of familiar Western situations. The town does have a traditional church. Only toward the end (when McCabe looks for sanctuary, actually) do we find that the church on the inside is an unfinished mess, and has a madman for a preacher. The town is at least half Chinese, but they’re unwelcome in any of the white establishments and presumed ghettoized off in some corner. Forget classic ideas of the West as a place of fairness and equality. One of the most memorable speeches is an explanation of how miners save money by having an unsuspecting ‘Chinaman’ place the toughest explosive charges without remote fusing detonation. The immigrants get blown up, but since the fine for killing a ‘chink’ is only $50 it’s much cheaper than doing it the slow way.

The show undercuts established notions of western heroism. McCabe is a smart talking, fast-dealing hero with a wholly false reputation as a slick gunslinger. But his smarts don’t reach past his five favorite jokes and he can’t add numbers that aren’t on playing cards. His murderous past is a myth and he’s too drunk most of the time to make a decent decision. At one point during a funeral in progress, John feels threatened by a lone stranger who appears at the edge of town. He readies his gun and marches nobly into a confrontation, mostly to impress his new business ‘partner’ Mrs. Miller. In actuality, McCabe doesn’t have the faintest idea what he’s doing.


Later on, McCabe falls for the baloney of a lawyer (William Devane) who compliments his ‘undefeatable frontier spirit of free enterprise.’ McCabe sees himself as a noble warrior when he’s really a pimp and procurer. He likes the idea of having three hopelessly gross prostitutes work for him while he struts around and plays the important businessman. McCabe’s only talent is that of a cheap club tout — he can get the local miners fired up at the idea of the ‘high times’ to be had with his scruffy, miserable-looking whores. Unpleasant? No. It’s a fresh taste of honesty after the smugly obscene Paint Your Wagon — you know, the family values musical.

Altman’s critique is made clear: sharpies like McCabe exploit the weak and separate the ignorant from their money. But a breakthrough success becomes fair game for the bigger fish of big business. McCabe reminds me of many small business entrepreneurs I met, the kind that politicians pretend to admire. Most seemed too seriously wrapped up in their own self-importance.

Sam Peckinpah’s Ride the High Country may have given us our first look at a functioning house of ill repute in the old West. But Altman takes the subject much farther. Julie Christie’s Mrs. Miller is a transplanted Cockney who looks good but talks the language of whoring without regard to politeness. The streetwise Miller is keenly aware of the malice behind the big company’s buyout offer; she likely came to America to get free of similar criminal muscle in the London vice trade. If only McCabe had the sense to forget his pride and go in with her on an equal basis, his ability to bluff and her common sense would surely prevail.

Altman is slow to start his story, but he wisely lets us anticipate armed conflict between McCabe and the trio of loathsome hit men. This is where the picture hews closest to genre conventions. There’s even a spin on the Jack Palance — Elisha Cook Jr. killing in Shane, when a hapless innocent gets plugged for little more than target practice. The victim is a sweetheart of a cowboy (Keith Carradine) who just wants some new socks; the killer is a despicable immigrant punk wearing a Dutch Boy hat and a permanent mean expression. When McCabe takes on all three of the killers in a familiar game of hide ‘n’ seek among the snowbound buildings, we’re back on solid genre ground.

The John McCabe/ Constance Miller relationship could be Ideal but it’s impossible for these two individualists to really mesh, when each is so preoccupied with their immediate survival. McCabe gets a bargain when Constance takes over the whorehouse; he’s left with practically nothing to do except louse up the books and come back at night to visit Constance himself — for cash on the table. Inside, John is a complete softie, afraid to show his feelings to anyone. But he opens up to Constance in all the wrong ways, grousing against her clear superiority at doing almost everything, and then crying when trying to express his affection. Warren Beatty does some of his best work here, suppressing his boundless vanity and submerging himself into the character. Once or twice he lapses into a Clyde Barrow mannerism or line delivery, in what were probably improvised scenes.


Mrs. Miller has accepted her role (“I’m a whore.”) and wants to make the best of things. She’s both practical and loving. One of the best scenes shows Constance Miller helping the panicky Ida Coyle (Shelley Duvall) prepare for her first experience as a prostitute. It’s a touching little drama. She cares for McCabe too. He isn’t the man she seeks, if such a man can even be found. You can see Constance’s desire to make a commitment, if only John could show some horse sense. But McCabe lets her down by being both too cocky and too trusting at the same time. Eventually the only happiness Constance finds is in opium, a last resort that seems a good choice under the circumstances. Julie Christie’s perf earned her an Oscar nomination. Without much screen time she makes Constance Miller both tough and sensitive. Her laughing, doped-up eyes, smiling at John from behind her bed sheet, are unforgettable.

Western heroes are eventually supposed to prove themselves through fisticuffs or gunplay, and McCabe comes through a technical winner. The sneaky-looking half-breed killer is easy to ambush. The hulking leader falls for an old trick. But the rattlesnake reflexes of the punk Dutch boy are too much for McCabe, who finds himself victorious only by body count. At the end, Altman very poetically brings together his visuals and music, creating one of the more satisfyingly resolved gunfights in post-heyday Westerns.

The Criterion Collection’s Blu-ray of McCabe & Mrs. Miller is a precise rendition of this much-praised, much-criticized show. The HD encoding very accurately pegs Vilmos Zsigmond’s often grainy, filtered, mushy cinematography that makes the rain-soaked Oregon town seem every bit as cold and miserable as photos from the era. The lighting picks faces out of the murk, and the show only attains its visual appeal after the snow falls. Also looking appropriate in Zsigmond’s Panavision mush-vision are Constance Miller’s opium reveries. In HD we can finally see that the movie’s look is intentional; something not evident in the 2002 DVD.

Warners (a ‘Kinney Leisure Service,’ says the opening logo) didn’t go for a multi-track mix in 1970, when only the few remaining Road Show attractions used stereophonic sound. I could tell that I wasn’t supposed to catch every dialogue line, but some really require reading the English subtitles. Still, it’s an intelligent sound mix. A few minutes of fiddle music here is much more pleasant than two hours of the same in Heaven’s Gate.

I found Criterion’s extras to be especially interesting this time around. The interview piece Way Out On a Limb gathers several key Altman collaborators. Assistant director Graeme Clifford was told to serve as casting director by Altman. Joan Tewksbury was doing theater and choreography and just wanted to observe but Altman said no. He had just turned his script girl into an actress to play one of the prostitutes, so Tewksberry was made the new script supervisor. Her lack of experience wasn’t a problem because Bob Altman paid little attention to script people. Actor Rene Auberjonois remembers that the film’s first title was ‘The Presbyterian Church Wager.’ He was originally to play the minister but the change was a good one because he had already been the Padre in M*AS*H. Michael Murphy was hired to act but also remembers being asked to drive Altman’s car up to Vancouver. And Keith Carradine talks about Altman referring to the show as a western without dust. He says that Altman’s process for casting was an attempt to perceive the essence in an actor.


A pleasant 36-minute critical conversation between Carrie Beauchamp and Rick Jewell pegs the film as revisionist and de-mythologizing, yet still bound to standard western conflicts. Carrie notes that Altman had come from fifteen years of conventional directing on TV shows, and very badly wanting to break away and find his own style.

From the earlier disc comes a revealing commentary by Altman and producer David Foster. Foster says that many of the workers who built the set in British Columbia were U.S. draft evaders. Altman openly admits that in the ’70s he gravitated toward genre movies because the plots and characters are easier to establish, allowing him to concentrate on mood and style.

From 1999 comes a 40-minute excerpt of Leon Erickson and art director Al Locatelli talking about McCabe at the Art Director’s Guild. Vilmos Zsigmond is featured in an excellent 2005 interview. He talks about coming to America with Laszlo Kovacs; the directors he worked with all wanted different-looking movies and he sure provided that, no question. Zsigmond talks about Warren Beatty a little bit too.

Steve Schapiro’s photo gallery is special because it’s his special photography from behind the scenes: 28 well chosen images.

Two Dick Cavett show excerpts are offered. In the July 1971 piece, guest Pauline Kael defends the show. Cavett reads Kael’s hideous sneer of a review for Tora! Tora! Tora!  which he takes as cute and amusing. She says that Hollywood needs to go in new directions like that wonderful young man Robert Altman. Rod Serling is with her as she mounts a big defense of McCabe & Mrs. Miller, which wasn’t doing well. For the next ten years Pauline Kael would shower Altman with critical praise, sometimes deserved, sometimes not. She once reviewed an Altman film positively before it was even finished. From an August ’71 Cavett show comes a 12-minute excerpt with Robert Altman. Cavett says that some of the critics were negative because they didn’t like the sound track. A squeezed and pan-scanned film clip shows how terrible the film plays in anything but prime condition and at its full width.

A ten-minute 1971 featurette is in terrible color and has self-important narration by Andrew Duggan. Much better is an original trailer that consists solely of Leonard Cohen music over a montage of scenes, without dialogue. The movie looks romantic and dreamy.

Reviewed by Glenn Erickson

McCabe & Mrs. Miller
Blu-ray rates:
Movie: Excellent
Video: Excellent , if truly eccentric.
Sound: Excellent
Supplements: Audio commentary from 2002 featuring Robert Altman and producer David Foster; New making-of documentary featuring members of the cast and crew; New conversation between film historians Cari Beauchamp and Rick Jewell; 1970 featurette; Art Director’s Guild Q&A with production designer Leon Ericksen; Excerpts from archival interviews with cinematographer Vilmos Zsigmond; Still gallery, Excerpts from two 1971 episodes of The Dick Cavett Show featuring Altman and film critic Pauline Kael; Trailer. Plus an insert booklet essay by Nathaniel Rich
Deaf and Hearing-impaired Friendly? YES; Subtitles: English (feature only)
Packaging: Keep case
Reviewed: October 18, 2016

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About Glenn Erickson

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Glenn Erickson left a small town for UCLA film school, where his spooky student movie about a haunted window landed him a job on the CLOSE ENCOUNTERS effects crew. He’s a writer and a film editor experienced in features, TV commercials, Cannon movie trailers, special montages and disc docus. But he’s most proud of finding the lost ending for a famous film noir, that few people knew was missing. Glenn is grateful for Trailers From Hell’s generous offer of a guest reviewing haven for CineSavant.

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