Southland Tales

by Glenn Erickson Jan 30, 2021


It takes too many words to properly describe Richard Kelly’s followup to Donnie Darko, but the oversized dystopian sci-fi epic just might grab audiences looking for weird extravagance. Cult hosannas aside, Kelly’s ‘crazy’ predictions closely resemble our present domestic chaos. Brilliant ideas rub shoulders with apocalyptic clichés and the acting styles are all over the place, but the show frequently achieves a truly goofy vibe described by its director as a cross between Philip K. Dick and Thomas Pynchon. Just be ready for a storyline that scatters in all directions. This new disc is a video debut for the original, longer Cannes preview cut.

Southland Tales
Arrow Video
2006 / Color / 2:35 widescreen / 145, 158 min. / Street Date January 26, 2021 / Available from Amazon / 39.95
Starring: Dwayne Johnson, Sarah Michelle Gellar, Seann William Scott, Nora Dunn, Janeane Garofalo, Christopher Lambert, John Larroquette, Jon Lovits, Mandy Moore, Wallace Shawn, Justin Timberlake, Amy Poehler, Zelda Rubenstein, Miranda Richardson, Holmes Osborne, Kevin Smith.
Cinematography: Steven Poster
Film Editor: Sam Bauer
Original Music: Moby
Produced by Bo Hyde, Sean McKittrick, Matthew Rhodes
Written and Directed by
Richard Kelly

Richard Kelly’s sci-fi epic can’t be slotted into a neat opinion package. For this reviewer, it’s as if I encountered the gargantuan Southland Tales out on the highway and it ran me over. Who would expect this movie to bear that unassuming title?  It belongs on a sequel to Robert Altman’s Short Cuts.

Is there a cult around Southland Tales, as Vanity Fair suggests?  I have no idea whether my friends would like this show or hate it. I changed my mind practically scene-to-scene, veering from ‘This is intolerably annoying, what am I doing here?’ to ‘That’s yet another inspired idea.’  The sprawling storyline does eventually fall together but it can be a test of one’s patience and concentration. Two hours in we’re still meeting new characters and wondering what the movie is all about. But we remain fascinated. It’s like a quickie version of a show meant to play out as a nine-hour miniseries.


Richard Kelly’s smaller-scaled winner Donnie Darko reeled us in with a score of very endearing characters. This incredibly ambitious followup creates an entire altered present-day America, a country warped by trends that were just becoming obvious in 2006:  the pernicious influence of reality programming, the domination of giant high technology corporations. This isn’t the usual paranoid baloney about shadow governments and mass conspiracies … Kelly keeps coming up with imaginative oddball ideas. He actually has something to say. The 2006 vibe is anti- Bush, Cheney and The Patriot Act, sentiments that still resonate. Vulgar TV personalities wield political power.

A simple Italian genre picture will have six writers attached, but the overgrown Southland Tales is the brainchild of one writer-director. In the extras Kelly says that the initial storyline stuck with a political blackmail scheme by a conspiracy rigging the Electoral College. Then he started adding more and more science fiction elements. The show ‘grew like Topsy‘ the same way that It’s a Mad Mad Mad Mad World kept adding comedians and 1941 kept adding explosions. Kelly presents enough futuristic thriller ideas to motivate ten deranged sci-fi movies.


Fritz Lang’s peerless thrillers avoid excess clutter, but this is the opposite of minimalism. Cultural references abound. Kelly doesn’t just recycle an idea or two from Robert Aldrich’s  Kiss Me Deadly, as did Alex Cox. Southland Tales uses two film clips and re-stages a car-driving visual. The names ‘Dr. Soberin’ and ‘Smallhouse’ are present, as is the poetic reference “Remember Me”. The show honors writer A.I. Bezzerides’ heady message of impending apocalypse, of social disintegration.

“Scientists say the future is going to be far more futuristic than they predicted.”

Released in 2006, Southland Tales is set only two years in the future, in 2008. The Patriot Act has brought about a security state called US-IDent, which exercises total surveillance and monitors all media, especially the Internet. Behind US-IDent is the glad-handing right-wing Senator Bobby Frost (Holmes Osborne of That Thing You Do), who is bankrolled by the billionaire advisor Vaughn Smallhouse (John Larroquette). Frost’s powerful, vindictive wife Nana Mae Frost (Miranda Richardson) commands US-IDent from a futuristic control room. Replacing the police are ‘Urban Pacification Units’ (UPU2) that do not answer to normal laws.


USI-Dent has begun an alliance with the weirdo scientists of the futuristic Treer Corporation. Baron Von Westphalen (Wallace Shawn), Dr. Katarina Kuntzler (Zelda Rubinstein) and Dr. Inga Von Westphalen (Beth Grant) have solved the energy crisis with ‘Fluid Karma,’ an invention that taps ocean currents (or a subterranean energy force?) to transmit power without wires, like a WiFi signal carrying watts and volts. Some side effects may occur: slowing the Earth’s rotation and tearing holes in spatial reality. The U.S. Army has bought the technology and is conducting unorthodox experiments with the spatial disruption effects. The Baron’s cartoonish appearance and deportment remind us of some of P.K. Dick’s goofy characters (I’m thinking of the oddly-dressed empaths in his book “UBIK.”)


Opposing this establishment is a militant underground movement of Neo-Marxist activist groups. The most radical splinter is USI-Death, whose main proponent is Cyndi Pinziki (Nora Dunn), a director of porn films. But each camp contains informers, double agents and sell-outs cultivating radical schemes. USI-Death wants to fabricate a bogus Internet ‘flashpoint’ outrage to provoke open revolution. One Neo-Marxist woman cooly sets up her own comrades for murder.

UPU2’s motto ‘Oderint dum metuant’ translates as “Let them hate as long as they fear.”

I haven’t even gotten to the main characters yet. Seann William Scott is Roland Taverner, a UPU2 officer who seems to have a twin. Both appear to have been kidnapped by Neo-Marxists Veronica Mung and Dion Element (Amy Poehler & Wood Harris) for use as Lee Harvey Oswald-like patsies. But we eventually learn that Roland has been affected by an experiment with Fluid Karma gone wrong.


Sarah Michelle Gellar of Buffy the Vampire Slayer fame is the trash-talking adult film star Krysta Now,  She’s launching her raunchy brand nation-wide via a reality talk show with two other porn stars, Deena Storm and Sheena Gee (Gianna Luchini & Abbey McBride). Krysta’s big musical contribution is “Teen Horniness Is Not a Crime,” sung in a music video with Abbey McBride. Krysta appears to be a genuine psychic, and like most everyone else is neck-deep in violent political intrigues.

Top-billed Dwayne Johnson chose this role to ditch his previous name ‘The Rock.’ He plays a big-time movie star named Boxer Santaros who like Roland Taverner has become ‘unstuck’ in time & space. Boxer’s angry wife is Madeleine Frost Santaros (Mandy Moore), the daughter of Bobby and Nana Mae Frost. But he’s lost his memory and has become the lover of Krysta Now. Their screenplay “The Power” serves much the same purpose as P.K Dick’s alternate-future novel The Grasshopper Lies Heavy.’ Boxer doesn’t realize that Krysta Now is controlling his every move. He’s confounded to discover that his identity is ‘merging’ with the screenplay’s fictional hero — various people already refer to him as ‘Jericho Cane.’

At first we think that movie star Boxer Santaros is a pawn in a simple blackmail scheme. Remember the Army’s experiments with Liquid Karma space-time disruption effects?   Boxer and Roland Taverner went through a Liquid Karma ‘experience’ out in the desert which created… no, I’ll let that thread go. The political forces in play have saved these two ‘transformed souls’ to serve a much bigger conspiracy.


And then there are the solid impressions made by several wild card characters. The biggest is Private Pilot Abilene (singer Justin Timberlake) as a scarred Iraq War vet who mans a UPU urban surveillance gun on the Santa Monica Pier.  Pilot also contributes an elaborate lip-synched music & dance number that feels somewhat derivative of the Coen Brothers or Paul Thomas Anderson: “I got soul but I’m not a soldier.”

Jon Lovitz’s role is nothing like his old Saturday Night Live comic persona. He’s Bart Bookman, a racist UPU2 cop hired to participate in a Neo-Marxist scheme. Writer-director Kevin Smith is another Iraq war casualty, now a US-IDent consultant for Nana Mae Frost. Looking exceedingly trim, Janeane Garofolo makes a glorified bit appearance as General Teena MacArthur, a US-IDent commander trying to keep tabs on all the subversive activity that’s afoot.

But wait, there’s more. Slinky seducer Serpentine (Bai Ling) is a sub-Tarantino assassin/girlfriend for Wallace Shawn’s creepy Baron. Starla Von Luft (Michelle Durrett) works data entry in the headquarters of US-IDent, and is both a Neo-Marxist plant and a sex-obsessed Santaros fan. Christopher Lambert, the ‘Highlander’ himself, is the Neo-Marxist warrior Walter Mung. Martin Kefauver (Lou Taylor Pucci) is a relative innocent with a key role to play at the conclusion. Also making abbreviated but marked appearances are the violent Neo-Marxist Zora Carmichaels (Cheri Oteri), Santaro’s shady friend Fortunio Balducci (Will Sasso) and the hard-dealing Japanese executive Hideo Takahashi (Sab Shimono). Southland Tales has more than enough intrigue and personalities to fill a ten-part miniseries.


Richard Kelly manages to intertwine these characters in myriad ways; if you like puzzles that challenge one to understand WHAT THE HELL IS GOING ON, Southland Tales will be an exhilarating experience. Watching it on disc is ideal, because you can keep one finger on the ‘still’ button and another on the IMDB cast list. I don’t think there’s the slightest chance that the show can be understood cold, on a first go.

We’re told that the price tag for Southland Tales was only seventeen $ million, which is astonishing considering the sheer volume of bizarre incident and spectacle on view. Just keeping up takes some concentration. The company tied up busy locations across Los Angeles, such as the Venice Boardwalk and the Santa Monica Pier. The shooting schedule wasn’t very long, yet the show’s ‘sprawl factor’ is head-spinning. Voiceovers are constantly dropping essential exposition in our laps, leaving us to chart the complex interpersonal connections. Richard Kelly wasn’t kidding when he said that the show needs to be seen more than once to be fully understood.

Dear old Roger Ebert didn’t appreciate this impenetrable web of incident and stylized relationships, and  slammed the movie hard: “How can an audience be expected to watch this?”  But if you can tolerate the profane porn stars, some wafer-thin characterizations and a narrative texture afflicted by ADD, Southland Tales might connect in a positive way. The camera direction, photography, costumes, stunts and special effects are superb. Some of the excellent design is by the late Ron Cobb. The movie is loaded with CGI work yet doesn’t come off as an effects film — all the talent and creativity goes into sketching the shape of things to come in this alternate-reality Los Angeles.

Is there a word that means ‘more eclectic than eclectic?’

All I can do is express my ‘confused delight’ with Southland Tales. We’ve all rejected stories that offer complex narrative puzzles for their own sake. Richard Kelley has ‘something to say’ and mostly delivers on his promises.  A lot of his show is now stuck in my brain. Here’s a parting salvo of observations:

The TV auto ad depicting two Treen SUVs copulating feels just as obscene as the porn banter dished by Krysta Now and her influencer cronies. But it nicely encapsulates the limitless crassness of modern commercial culture.

Kelly makes a big scene out of a screen-ful of Iraq war dead arrayed in flag-covered coffins, a visual that in 2006 was officially suppressed. Another response to the Bush administration’s attempt to hide the human price of the war is Joe Dante’s angry TV horror show Homecoming.


Roland Taverner discovers that his reflection in a mirror lags a second or two behind him, like a tape delay.  More than a few sci-fi stories exploit this kind of temporal displacement. The idea harmonizes with a 1950s movie from Britain about a man projected 7½ seconds into the future.  The Treen brain trust believes that if Roland and his ‘brother’ reunite, the world will end. The light generated seems to tie in with the finale of Kiss Me Deadly.

The gigantic dirigible at the climax hosts a Treen / USI-Dent airborne party. Somebody uses the word ‘orgy,’ which aligns with C.B. DeMille’s absurd ode to decadence, the early talkie Madam Satan. Kelly’s climax involves a wrecked ice cream truck that levitates when energized by the field of Fluid Karma — creating irrational visuals similar to those at the conclusion of Alex Cox’s Repo Man … which itself is a partial gloss on Kiss Me Deadly.

The Center Cannot Hold.

Roger Ebert’s reaction suggests that some will find the film to be off-putting, unwatchable. The only ‘disappointment undertow’ I experienced came from a few forced situations and dialogue. But what hurts the movie most is the failure to make a compelling character of Dwayne Johnson’s Boxer Santaros. Johnson’s considerable charm isn’t present. He’s unconvincing as an amnesiac — the wooden but charismatic Steve Reeves is better at amnesia in the old Hercules Unchained. Santaros’ script pitch for ‘The Power’ is feeble, and the fact that Krysta is pulling his strings is not made clear. Johnson’s attempts to be cute while confused — tapping his fingers together like Oliver Hardy — don’t make him any more endearing. My positive memory of Donnie Darko is due to Jake Gyllenhaal’s highly sympathetic main character. Boxer Santaros is an okay guy, but he doesn’t hold the center of the story. We don’t really care what happens to him.

Despite Dwayne Johnson’s low wattage, the grandiose climax almost achieves classic ‘cosmic event’ status. This is one ambitious movie in a risky genre — how many spacey ‘ethereal cereal’ sci-fi epics have sunk in their own half-baked ideas and general incompetence?  This is a highly personal expression of a genuine outsider, as opposed to a show like the ponderous Blade Runner sequel. I didn’t care for the coarse dialogue but have to admit that any futuristic view of our crass culture demands it.

I’ll endeavor to check out Southland Tales again soon. If I make less of an effort to figure it out, I’ll probably catch even more clever content. After all, scientists say the future is going to be far more futuristic than they predicted.



Arrow Video’s Blu-ray of Southland Tales is a new 2K restoration by Arrow Films, approved by director Richard Kelly and his D.P. Steven Poster. Included are both the 145-minute theatrical cut and a premiere of the 160-minute Cannes cut that was the subject of a disastrous premiere in 2006. If Southland Tales isn’t listed among other notable box office flops it’s likely because its relatively small budget can’t compete with the many disasters that cost $100 and $150 million. Yet Kelly’s film looks and plays better than many of the successful $200 million-dollar mega-pictures we admire.

Sony released a Blu-ray in 2008, but the new extras generated (mostly) by Arrow really make a difference. They all reside on the main theatrical cut disc, and a second disc contains just the extended Cannes cut. The 2008 Richard Kelly commentary is present, along with a trailer and an image gallery. Kelly wonders if Obama or McCain will win the election. He frequently praises his designers, animators and other collaborators. Kelly explains Fluid Karma in detail, and tells us that the cloud-like transition element between the film’s chapters is meant to represent the Fluid Karma effect. And he identifies the new police state as an outgrowth of Blackwater privatization. Kelly speaks of his admiration for the musicians on his film, especially Moby. He also talks about a graphic novel of Southland Tales that goes wa-a-a-y deeper into the story.


Daniel Griffith has become a major producer of disc featurettes, and his work here is some of his best. It’s a Madcap World: The Making of an Unfinished Film is in three parts: Through the Looking Glass (18 min), This is the Way the World Ends (22 min), and Have a Nice Apocalypse (11 min). Griffith doesn’t need to embellish the input of his key interview subjects. We learn that the odd red blob behind the main title graphic is a map of the United States distorted by the electoral college!  A common speaking point among the interviewees is the miracle of how Kelly pulled this singular vision together … his biggest talent must be inspiring others to get involved with these visions.

Sony’s archival making-of featurette (34 min) tries every electronic press kit trick known to publicists… the poor producer had to ask every available actor, ‘what is this picture about?’  In many cases the actors just trusted Richard Kelly and did their bits without understanding their place in the film’s big picture. A final short video is also titled This is the Way the World Ends. It’s a ten-minute animated tie-in film from 2006 by Dee Austin Robertson. A sentient jellyfish (?) explains to his grandson how men disappeared from the Earth.

A handsome illustrated booklet features essays by Peter Tonguette and Simon Ward. Tonguette begins his piece with a statement that left me adrift: he names Peter Bogdanovich, Michael Cimino, Wes Anderson and Paul Thomas Anderson as the most talented American filmmakers of their times. The essay that follows is quite good.

An informative article by Christopher Rosen for Vanity Fair entitled Southland Tales Never Ends (01.19.21) discusses Richard Kelly’s ambition to revisit his movie for a new recut. I hope he gets his wish.

Reviewed by Glenn Erickson

Southland Tales
Blu-ray rates:
Movie: Very Good maybe Excellent
Video: Excellent
Sound: Excellent Lossless DTS-HD Master Audio 5.1 and PCM 2.0 stereo
Supplements all on the theatrical cut disc: Audio commentary by Richard Kelly; It’s a Madcap World: The Making of an Unfinished Film, a new in-depth Daniel Griffith retrospective documentary in three parts; USI-Dent TV: Surveilling the Southland, an 2008 making-of featurette; This is the Way the World Ends, an archival animated short ; Theatrical trailer; Image gallery. Limited edition color illustrated collector’s booklet featuring new writing by Peter Tonguette and Simon Ward.
Deaf and Hearing-impaired Friendly? Subtitles: English (feature only)
Packaging: One Blu-ray in Keep case
January 24, 2021

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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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