MGM MOD DVD of the Week: Zone Troopers

As the commercial and critical failure of Cowboys & Aliens (2010) demonstrated, it is difficult to successfully blend two disparate genres. You need to have just the right mix – something that the mega-budget studio film didn’t get right. Maybe they should have watched Zone Troopers (1985), a film that got it right and with a lot less money. God bless, B-movie mogul Charles Band for taking a chance on this oddball cinematic mash-up.


Somewhere in Italy circa 1944, a squad of American soldiers is waiting for other squads to show when they’re ambushed by Nazi soldiers. Despite being outnumbered, Sergeant Stone (Tim Thomerson) and his men manage to kill them all leaving only the no-nonsense Stone, eager beaver Joey Verona (Timothy Van Patten), the burly Mittens (Art La Fleur), and war correspondent Charlie Dolan (Biff Manard). They escape into the woods behind enemy lines only to find out that both their radio and compass don’t work. While out hunting for food, Dolan and Mittens stumble across a Nazi camp. Stone and Verona go looking for them and discover a crashed alien spacecraft. From this point on, Zone Troopers is an engaging mash-up of war movie and science fiction tale.

The casting of genre veterans Tim Thomerson (Trancers) and Art La Fleur (Air America) is spot on as they both look like they literally stepped out of a vintage World War II film. Thomerson, in particular, is excellent as the two-fisted sergeant with a reputation for being unkillable. The way he acts and carries himself would’ve made ideal casting for an adaptation of Nick Fury and the Howling Commandoes back in the 1980’s when this film was made. It’s great to see character actor La Fleur get a meaty role playing the amusing nicknamed Mittens and it’s a shame that they didn’t get to reprise their roles in a sequel.

The screenplay by Danny Bilson and Paul De Meo does a good job of replicating the classic World War II movie, right down to the authentic-sounding period dialogue while seamlessly mixing in elements of the 1950’s space alien film. It makes sense that they would go on to adapt The Rocketeer, Dave Stevens’ comic book homage to 1930’s serial adventures, into a film.

The opening gun battle sets the right tone of a vintage World War II B-movie by way of Sam Fuller complete with pulpy period dialogue and a gruff squad leader that almost makes one forget about the cheap production values that, rather than detract from the enjoyment of the film, give it plenty of scrappy charm. As the film progresses, the production values improve in spots, like when Stone and Verona search inside the giant spacecraft.

For a low-budget B-movie, Zone Troopers is refreshingly ambitious with its intentions to blend science fiction with the war movie. What makes it work so well is that the filmmakers are obviously taking it seriously as opposed to poking fun at both genres. They make sure that the actors play it straight as well. That’s not to say the film isn’t without its humorous moments but they are used sparingly. Zone Troopers is an entertaining film that celebrates its pulpy roots.

Special Features:

Theatrical trailer.

Manufacturing Consent: Noam Chomsky and the Media

"It's true that the emperor doesn't have any clothes, but the emperor doesn't like to be told it, and the emperor's lapdogs like The New York Times are not going to enjoy the experience if you do." – Noam Chomsky

With the media frenzy that surrounded Michael Moore’s documentary, Fahrenheit 911 (2004), it is interesting to observe how the controversy that swirled around it (Disney backed it financially but wouldn’t distribute it) had been documented in the press. It made a film like Manufacturing Consent: Noam Chomsky and the Media (1992) all the more relevant more than ten years after its release. Noam Chomsky is a soft-spoken professor at MIT who has become quite a vocal political activist and critic of the American media. He believes that ordinary people can comprehend and act on the issues he raises, but this is not always an easy task because of the thick web of deceit and doublespeak that the government creates to blind us from "elementary truths" that are right in front of us.

However, he believes people are indoctrinated to be apathetic so that they don't want to make the effort that is needed to see what is really going on. And the media doesn't help either. In fact, one might say that they promote this sense of apathy by showing redundant, repetitive sitcoms and reality shows that turn us into mindless couch potatoes. Now, you might be thinking, this sounds like a lot of conspiracy theory garbage, but Chomsky does not look, act or speak like some crazed conspiracy nut. He is an intelligent man who talks to a BBC reporter the same way he would talk to an ordinary person. Chomsky is a clear and concise speaker who backs up everything he says with an ample supply of facts and unfaltering logic. He is a man dedicated to uncovering the deception and atrocities that are committed by governments all over the world and teaching others how to become aware of and act on these acts.

With funding from the National Film Board of Canada, filmmakers Peter Wintonick and Mark Achbar followed Chomsky around the globe for five years. The result was a two hour and forty-five minute documentary that explored Chomsky's view of the media and his relationship with it. The film acts as a sort of "stepping stone" to Chomsky's books, which are filled with pretty heavy concepts and a lot of information to absorb. The film doesn't water down his ideas, but rather represents them on a visual level so that they are a bit easier to grasp.

The film wisely begins with Chomsky’s origins so that we can get a handle on who he is and where he came from. Born in Philadelphia, Pennsylvania in 1928, his parents taught Hebrew and as a result Chomsky became fascinated with literature, reading voraciously at an early age (often borrowing 12 books out of the library at once). He grew up during the Depression and was surrounded by a frightening amount of anti-Semitism, which were probably the roots to him championing the cause of the underdog. Growing up, Chomsky would take the train to New York City and hang out at anarchist bookstores on Fourth Avenue, which exposed him to working class ideals and culture. He learned all about politics and how to organize and fight back against oppressive institutions, which he would employ later in life.

Chomsky started as a linguist with the publishing of Syntactic Structures in 1957, which offered a radical new way of looking at grammar. He began to look at language and behaviorism. The established belief at the time was based on the writings of B.F. Skinner who stated in his book Beyond Freedom and Dignity, that "the control of population as a whole must be delegated to specialists—to police, priests, owners, teachers, therapists, and so on, with their specialized reinforcers and their codified contingencies." Skinner suggested a control of speech, creating strict rules for us to follow to make the world a safer place. These rules are really restrictions to ensure that people say what is politically correct so as to ensure advancement. Anyone who deviates or questions the party line is punished.

Chomsky disagreed with Skinner's theory, effectively saying that we are not living in a democracy where the power is exercised by a population free of hierarchy or ordered classes, but actually living in a "regime of dictatorship," as Michel Foucault says. The most powerful class uses violence and coercion to control the masses. Chomsky criticizes these powerful institutions for the abuses they perpetrate on weaker nations and exposes the subtle and not so subtle ways that they go about performing these actions. It is important that we understand, as he puts it, the "nature of power and oppression and terror and destruction in our society," and combat it. The United States in particular, is guilty of all of these abuses, and we are guilty for sitting by and letting it happen.

Once Chomsky realized that the government and media were working hand in hand to support this system of behaviorism, he decided to take an active role. His first major action as a dissident was participating in a weekend anti-war demonstration at the Pentagon on October 19-21, 1967. He was arrested and ended up sharing a cell with Norman Mailer. From that point on Chomsky has never looked back, releasing countless books criticizing the U.S. government, its foreign policy, and how periodicals like The New York Times push these covert actions under the carpet and out of sight from the public.

Chomsky has always remained a sort of character on the fringes, never getting any real media exposure. He has never enjoyed the limelight, emphasizing his ideas more than himself. To this end, he avoids becoming a role-model for other people, instead stressing that you can change your own life. Chomsky rarely does T.V. because it is a medium that does not conform with his way of speaking. He will make a radical statement and then have less than two minutes to support it. Chomsky just does not fit into the two commercial time slot of Nightline. However, on those rare occasions where he does get his time to speak, like on Bill Moyer's show, A World of Ideas, he garners a huge response. Chomsky's appearance generated over 1,000 letters and more requests for transcripts than any other show in the series.

In Manufacturing Consent, Chomsky reveals that all major decisions over what happens in our society are controlled by a heavily concentrated network of corporations, conglomerates and investment firms. This network also has considerable influence over positions in the government. Just looking at the big Savings and Loans scandals that plagued the U.S. years ago reveals this link. Corporations also own the media and therefore decide what we watch and hear for the most part. They control the resources and as a result show only what is in their best interests. This is achieved by propaganda or the "manufacturing of consent," a term borrowed from political philosopher and journalist, Walter Lippmann. Manufacturing consent is a technique of control over the masses — in other words, propaganda or the creation of necessary illusions to marginalize the general public or reduce them to apathy in some form. The news media participates in this manufacture of consent by simplifying, selecting, and dramatizing events. Propaganda affects not only the masses, but is targeted at what Chomsky calls the "political class," approximately 20% of the population who are educated and articulated decision makers. These are teachers, managers and so forth — people who vote and whose consent is crucial. The rest of the population follow orders, are apathetic, and rarely vote, therefore paying for their inactions by living in impoverished conditions.

The national media for example, The New York Times, the Washington Post, NBC, or CBS set the general framework for local media to adapt to. The national media ignore and place emphasis on certain issues, in effect shaping history. Another great trick of the trade is rhetoric. Everyone knows about the military doublespeak used in the Persian Gulf War, but the government used it long before then. During the 1980 and 1984 elections, the Reagan administration blasted the Democrats as the "party of special interests," which was negative because special interests were considered a bad quality. However, upon closer scrutiny, they listed special interests as: women, poor people, workers, young people, old people, and ethnic minorities — everybody, but corporations because they belonged to the national interest, and everyone is in favor of that. So, people voted for a person who was against the population and who supported corporations.

Perhaps the most effective part of Manufacturing Consent is a case study of how selective the U.S. media is of what they report. They usually support the party line, rarely criticizing their actions. There are always exceptions to the rule, but the most startling case of selective reporting by the U.S. media is the simultaneous genocides in Cambodia and East Timor between 1975 and 1978. In Cambodia during these years, the Communist backed Khmer Rouge wiped out thousands upon thousands of people, which received tons of press coverage because it was backed by our official enemy. What the press barely covered was the period before that (1973-1975) when U.S. backed forces were wiping out the people of Cambodia. That period was described by the U.S. press as a tranquil, peaceful time. While the Communist backed genocide was occurring in Cambodia, a genocide on a comparable level was taking place in East Timor, a little country north of Australia between the Indian and Pacific Oceans. It was hardly covered at all in the U.S. press because it was backed by the U.S. government. They provided 90% of the arms to the Indonesian forces and Ford and Kissinger were even near the area prior to the invasion, but conveniently delayed the attack so that their hasty departure would not look suspicious. By February of 1976, approximately 60,000 people were killed in East Timor. When 1978 rolled around, the killings were approaching real genocidal levels with around 200,000 people dead.

Coverage in The New York Times had a definite bias. Between 1975-79 the Times spent only 70 column inches on East Timor, while 1,175 column inches was dedicated to Cambodia. These stats are just of index listings and don't even cover the length of the actual stories which would probably show an even more dramatic gap. The Times made the excuse that they couldn't possibly cover every story with the same detail and depth, but this act was on such a devastating level that it should not have been ignored. And it wasn't ignored in the international press. Australian media in particular, deserves a large part of the credit for keeping the story alive. At least six Australian journalists lost their lives covering the story that the U.S. media tried to bury.

Manufacturing Consent goes on to not only identify this problem of manufacturing of consent, but how to fight back. Wintonick and Achbar take a look at various forms of alternative media, from the successful independent publishers, South End Press to Alternative Radio that is dedicated to reporting events that the U.S. media conveniently ignores and giving people like Noam Chomsky more exposure. The film has certainly exposed Chomsky's ideas to a wider audience creating a sort of cult following in Canada and in Europe where he is more popular than in his native United States.

The film doesn't talk down to the viewer and brilliantly conveys Chomsky's ideas on a visual level utilizing all forms of media. The directors also dedicate time to show some of Chomsky's detractors like William F. Buckley, Jr. and Tom Wolfe who come across like pretentious bullies while Chomsky appears calm and rational in response to their vicious, snide attacks. They are ironic scenes that add more credibility to Chomsky's views.

Manufacturing Consent received positive reviews from critics at the time. In his review for The New York Times, Vincent Canby wrote, “Whether or not you agree with Mr. Chomsky's conclusions, his reading of the American scene is persuasive: that the government is most responsive to the wishes expressed by the minority of citizens who vote, which is also one of the principal points made by John Kenneth Galbraith in his recent book The Culture of Contentment.” The Washington Post’s Hal Hinson wrote, “With regard to this journey, Manufacturing Consent makes an excellent starting point. With it, Achbar and Wintonick have made a significant and timely contribution to the debate. Even if their arguments are not wholly persuasive, their movie is well-supported, confidently reasoned, imaginatively presented and, without a doubt, seductive." The Chicago Sun-Times gave the documentary three-and-a-half stars out of four and wrote, "Ultimately, we shouldn't judge a film like this on whether we agree with its positions, but on how well it presents them. On those terms, Manufacturing Consent is a brilliant success. It casts a haunting, post-1984 glow with its use of video imagery – Chomsky's talking head is seen, among other places, atop Times Square and on a giant amalgamation of screens. At the same time, it plugs into a deep, humanist belief in the people's ability to change things.” The San Francisco Chronicle’s Mick LaSalle wrote, “The documentary is a good movie in different ways. For one thing, it's an admirable piece of film making that provides satisfying visual contexts for what is essentially three hours worth of ideas. Though the film begins to strain in the last 20 to 30 minutes, Manufacturing Consent is often fascinating and never boring.”

When asked about the documentary, Chomsky’s biggest gripe about it was that he felt it portrayed him as a leader of a movement for people to join: “I don't think the medium can make people understand that if they film me giving a talk somewhere, that's because somebody else organized the talk, and the real work is being done by the people who organized the talk, and then followed it up and are out there working in their communities. If they can bring in some speaker to help get people together, terrific, but that person is in no sense ‘the leader.’ That somehow doesn't get across in a movie – what gets across is, ‘How can I join your movement?’ And then I've got to write a letter which is a big speech about this. So I am ambivalent about it.”

Manufacturing Consent is a fascinating look Chomsky and his ideas that are guaranteed to provoke discussion. It also makes one want to check out some of his work and sparks a desire to wake up and realize what is going on in our society. The film is a real eye-opener to the behind the scenes mechanics of our government and the media and how little we realize what they are really up to. The film does not dip into tabloid or conspiracy depths, but presents a logical and intelligent analysis with a good sense of humor that is often missing from such material. Chomsky is a man who sincerely believes that we can identify and react to the problems in our government and media, but realizes that it cannot be done by just one man, it will take a massive grass-roots organization. First, people must be educated and this is hard because it is so easy to do nothing. Realizing that there is a problem is the first step, correcting it is the next.

 
This documentary is available to download at the Internet Archives.

Blu-Ray of the Week: Annie Hall / Manhattan

Prior to Annie Hall (1977), Woody Allen was known as a comic, cutting his teeth in stand-up comedy and paying his dues as a comedy writer. When he started making films, his early efforts were flat-out comedies and farces like Bananas (1971). It wasn’t until Annie Hall that he demonstrated a capacity for something deeper and poignant while still being very funny. Based loosely on his relationship with Diane Keaton, the film features Allen’s protagonist reflecting on a past relationship that he still hasn’t gotten over. With this film, he took the romantic comedy to another level by breaking down the fourth wall and even mixing in animation to create a film so influential that for years after (and still today) other films of its kind would be judged by its high standards.


Alvy Singer (Woody Allen) is a successful comedian that gets involved with an unsuccessful actress Annie Hall (Diane Keaton). He’s a raging neurotic and she’s incredibly insecure and together they make a great couple because they are willing to put up with each other’s many idiosyncrasies – he obsesses about death and she says inappropriate things. Over the course of the film, we see them fall in love and then break up when she moves to Los Angeles, wooed there by a record producer (Paul Simon) who is attracted to her. Throughout it all, New York City serves as the backdrop to their romantic escapades.

Unlike most romantic comedies, Annie Hall draws attention to itself as a film with Allen addressing the camera or stopping a scene to make a point, like when he and Annie are waiting in line for a film and he complains about some pretentious boob pontificating endlessly nearby. Allen then produces famous academic Marshall McLuhan to refute the man’s incorrect theorizing. Allen also employs split screens and subtitles for ironic effect as well as appearing in flashbacks to comment on his past self. What also sets Annie Hall apart from Allen’s earlier work is his decision to hire legendary cinematographer Gordon Willis to shoot his film. Willis gives it a definite cinematic look occasionally incorporating hand-held camera to create a more intimate feel.

None of these clever techniques would mean anything if Annie Hall wasn’t anchored by the strong performances by Allen and Keaton and the undeniable chemistry they have. Already a seasoned pro, he spouts funny one-liners with excellent comic timing and Keaton matches him beat for beat as his ideal foil. They also both have the chops to handle the semi-serious stuff like when Alvy and Annie’s relationship sours. Of course, they have fantastic material to work with thanks to the well-written screenplay by Allen and Marshall Brickman, which is so much more than a collection of one-liners. It also features all kinds of wonderful observations about love and relationships, like how Alvy is unable to enjoy life and Annie calls him on it, which forces him to examine his own life. Alvy realizes that he still loves Annie and regrets breaking up with her.

Annie Hall was a big breakthrough for Allen, winning four Academy Awards and influencing countless romantic comedies, from When Harry Met Sally… (1989) to Singles (1992) to High Fidelity (2000). Arguably, only Allen has been able to top Annie Hall when, two years later, he released Manhattan (1979), which managed to be an even greater artistic achievement.

After the phenomenal success of Annie Hall, Allen confounded the expectations of his critics and fans with Interiors (1978), which saw him doing his best Ingmar Bergman impression. It was his first dramatic film and while critical reaction was mostly positive, it hardly set the box office on fire. With Manhattan, Allen returned to familiar material – the witty romantic comedy – with what many consider his masterpiece but a film that he famously felt was so bad that he offered to make another one for the studio for free if they agreed to not release it. Thankfully, they didn’t listen to him and the end result is one of the greatest cinematic love letters to New York City every committed to film while also taking an entertaining and insightful look at the love lives of a handful of its inhabitants.

Allen establishes his ambitious intentions right from the start with a grandiose montage of the city scored to George Gershwin and photographed in gorgeous black and white by Gordon Willis. This is the Big Apple as seen through Allen’s eyes as he presents rarefied social strata of well-educated, neurotic people entangled in messy relationships with each other. Still stinging from a bitter divorce, Isaac Davis (Woody Allen) is now dating Tracy (Mariel Hemingway), a 17-year-old girl (“I’m dating a girl who does homework.”). His best friend Yale (Michael Murphy) is having an affair with a journalist named Mary (Diane Keaton).

Isaac and Yale’s lives are a mess with the former writing for a television show he loathes and the latter trying to finish a book and start up a magazine. The last thing they need is to complicate their romantic lives. Isaac realizes that Tracy is too young for him (“You should think of me as a detour on the highway of life.”) and gets involved with Mary after Yale introduces them. At first, Isaac and Mary can’t stand each other, arguing over an art exhibit and several artists she feels overrated but he thinks are great, however, he likes her unflinching honesty and she’s attracted to his sense of humor.

Woody Allen and Diane Keaton continue their undeniable on-screen chemistry playing so well off each other. She is allowed to tone down the more exaggerated comedic gestures she used in Annie Hall to create a more nuanced character in Manhattan. Mary is torn between her love for Yale, even though she knows it’s wrong and her attraction to Isaac. Allen is more than a neurotic joke machine as Isaac wrestles with his own moral dilemmas – his love for Tracy, even though he knows she’s too young for him, and his attraction to Mary who is much more compatible.

While Manhattan features an abundance of Allen’s funny one-liners, the screenplay he co-wrote with Marshall Brickman tempers it somewhat with the characters’ messy personal lives, like the resentment Isaac feels towards his ex-wife (Meryl Streep) for leaving him for another woman, or Yale cheating on his perfectly lovely wife (Anne Byrne) with Mary. Allen expertly shifts gears from comedy to drama from scene to scene and sometimes even within the same scene.

Allen takes us through a guided tour through the city with key scenes taking place at famous establishments, like Elaine’s and the Russian tearoom, or tourist spots like the Hayden Planetarium, in such a way that New York becomes a character unto itself. It also doesn’t hurt that Willis’ gorgeously textured black and white cinematography makes everything look so good. Sadly, several of the places the characters frequent no longer exist making Manhattan a historical document of sorts. Allen’s film is arguably the best representation of his worldview: highly educated people with very little common sense when it comes to their personal lives, making bad decisions even when they realize it. But like the rest of us, they keep on trying, hoping that the next relationship is the one.

Special Features:

I think it’s safe to say that both Annie Hall and Manhattan have never looked and sounded better, showing off Gordon Willis’ incredible cinematography with excellent-looking transfers. It’s time to throw away your DVDs and upgrade to these Blu Ray versions.

Sadly, in keeping with other Allen home video releases there are no extra features save for theatrical trailers for each film.

Titan A.E.

Anticipation was high for Titan A.E. on the eve of its release in June 2000. Scripted by Ben Edlund, Joss Whedon (the creative braintrust that would go on to make the Firefly television show) and John August, and directed by maverick former Disney animator Don Bluth (The Secret of NIMH) and Gary Goldman (An American Tail), it was a space opera in the tradition of the Star Wars films. Titan A.E. ambitiously combined hand-drawn animation with computer-generated imagery and was touted as the first major motion picture to be projected digitally. Unfortunately, the film was badly marketed with the general public unsure if it was intended for children or for an older science fiction audience. It didn’t help that at the time Bluth stated in an HBO First Look special that his film wasn’t a cutesy kiddie musical but rather a non-stop action film. Titan A.E. received mixed critical reviews and flopped badly at the box office, resulting in the closing Fox Animation Studios. It was also the last feature film Bluth and Goldman would helm. It’s a shame really, as the film features gorgeously rendered animation, engaging characters and an engrossing story.


It is 3028 and humanity is working on the Titan project, a groundbreaking experiment that promises to unlock our full potential. However, an energy-based alien race known as the Drej feel threatened by this project and proceed to destroy Earth in order to stop it. Professor Sam Tucker (Ron Perlman) is an important scientist with the project and as the aliens attack, he puts his five-year-old son Cale on a spacecraft that barely manages to escape. Unfortunately, Sam isn’t so lucky. It’s a pretty ballsy move to begin the film with the destruction of the Earth and the death of the protagonist’s father. It sends a strong message that this isn’t going to be some wishy-washy children’s animated film. It’s a spectacular sequence that basically says all bets are off in this film. Titan A.E. flashes forward 15 years later and Cale (Matt Damon) has grown up and is working as a mechanic on a salvage station in outer space. He’s bit of a reckless screw-up lacking direction in his life.

During one of his lunch breaks, Cale is saved from being beaten up by two aliens by a fellow human named Korso (Bill Pullman), who offers him a chance to join a very dangerous mission. Korso worked with Cale’s father on the Titan project and wants to find the spacecraft in order to unlock its secrets. The Drej arrive and Cale and Korso narrowly escape in an exciting action sequence that ends with them being shot into outer space. Cale joins Korso and his crew – his pilot Akima (Drew Barrymore), the alien first mate Preed (Nathan Lane), the gruff weapons expert Stith (Janeane Garofalo), and Gune (John Leguizamo), the ship’s eccentric scientist. There are brief lulls between exciting action sequences as the Drej relentlessly pursue our heroes.

The first Star Wars film is an obvious influence on Titan A.E. with Cale as the young, brash Luke Skywalker-esque pilot, Korso as the sarcastic Han Solo-type rogue, and Akima, a tough, Princess Leia-esque heroine with Stith as the Chewbacca surrogate. In some respects, Titan A.E. also feels like a warm-up for Firefly as writers Joss Whedon and Ben Edlund were beginning to work out the archetypes of the crew of the Serenity with the motley crew in this film. Korso anticipates Jayne, Akima contains elements of Kaylee, and Cale exhibits a few characteristics of Malcolm Reynolds. Not to mention, the enigmatic and ruthless Drej predict the equally mysterious and vicious Reavers in Firefly.

The voice casting is excellent with Matt Damon’s youthful sounding voice perfect for the energetic Cale, Bill Pullman’s weathered voice is ideally suited for the grizzled, veteran warrior Korso, and Drew Barrymore’s expressive voice helps bring the feisty Akima to life. The mix of hand-drawn animation and CGI is impressively rendered as they combine to create some eye-popping visuals, helping realize the film’s epic scope. It is fluid and rich in detail – there is so much to look at in each and every frame. Titan A.E. features a galaxy populated with exotic planets, like Sesharrim with its brown hydrogen trees and red sky where our heroes encounter a bat-like race known as Gaoul. This is contrasted with the cool, metallic blue of the Drej homeworld that resembles a funky hybrid of the computer world from Tron (1982) and the Borg mothership from Star Trek: The Next Generation.

Producer David Kirschner first brought what would become known as Titan A.E. to 20th Century Fox as a live-action film, “a sort of Treasure Island in outer space.” It was in development for more than five years and originally known as Planet Ice. It was initially conceived as a live-action feature but Fox decided it would be more interesting and less expensive to produce as an animated film. Known for creating successful animated films like An American Tail (1986), The Land Before Time (1988), and Anastasia (1997), Don Bluth and Gary Goldman saw this project as quite a departure in terms of look, subject matter and target audience. Once they came on board in 1998, it was re-titled Titan A.E.

At the time, Fox was determined to compete with Disney in the feature animation field by spending millions of dollars on groundbreaking CGI technology and told Bluth and Goldman to make a film that featured innovative visuals and effects. The first thing the two men did was redesign the entire film. According to Goldman, the film was originally going to be 40% CG but ended up closer to 90%. He wanted to get a 3-D look while still maintaining a cartoon feel. He and Bluth were aware that their target audience – adolescent boys – were generally not into animated films and decided to adopt a darker, moodier color palette.

In another effort to appeal to teenage boys, the studio enlisted Grammy award winning producer/songwriter Glen Ballard who populated the soundtrack with contemporary bands like Lit, Jamiroquai and Luscious Jackson to complement composer Graeme Revell’s electronic music score. The $55 million film was a risky venture for the animation department of Fox whose fate rested on its success or failure. However, a year before the film was finished, Fox laid off 300 out of 380 of its animation staff members leaving very few people to make the film. An early test screening in Orange County went well with several teenagers comparing Titan A.E. favorably with Star Wars. However, Bill Mechanic, head of Fox, left the studio and Fox Feature Animation was shut down. Bluth and Goldman left and Titan A.E. died a quick death at the box office.

Titan A.E. was the first Hollywood film to be digitally transmitted across the United States over the Internet and then digitally projected into cinemas. The film was pummeled by critics that, with a few exceptions, slammed it as being a Star Wars rip-off. The New York Times’ Stephen Holden wrote, “Titan A.E. tries to pack so much into 90 minutes that the characters don't have enough screen time to engage our emotions. Cale and Akima in particular have all the depth of television spinoffs of Luke Skywalker and Princess Leia. This is not to say that Titan A.E. isn't entertaining in its breezy, mild-mannered way, only that its mythology and characters barely resonate.” In his review for the Globe and Mail, Liam Lacey wrote, “Think of it as Noah's Ark, with a few plot changes inspired by the Space Invaders video game.” Entertainment Weekly gave the film a “C” rating and Owen Gleiberman wrote, “The traditional cartoon elements of Titan A.E., both the story and visuals, are unutterably bland. Cale has been conceived as the sort of blond Matt Damon action figure you'd expect to get with a Happy Meal.” In his review for the Washington Post, Desson Howe wrote, “This story's relatively lofty ideas about saving the human race, and its endless twists and turns, are going to soar over the heads of many young audiences—and probably bore them, too. The scenario and special effects are too lackluster for slightly older, sensation-hungry kids, presumably the target audience. And the humor is far too lame for the parents in the audience. Which makes Titan a must-see for . . . almost no one.” USA Today gave the film two and a half out of four stars and Mike Clark called it, “visually impressive but woefully dumbed-down.”

However, Roger Ebert gave the film three and half out of four stars and wrote, “One test for any movie is when you forget it's a movie and simply surf along on the narrative. That can happen as easily with animation as live action, and it happens here. The movie works as adventure, as the Star Wars pictures do.” In his review for the Los Angeles Times, Kenneth Turan wrote, “Titan A.E.'s rudimentary narration does work up a certain amount of propulsion. But it's not the story that's the story here, it's the film's bravura visual look.”

Titan A.E. is about the survival of the human race and what it means to be human with Cale learning to appreciate his heritage. Along the way he grows and falls in love. The film is also a rousing action/adventure tale with a vivid color scheme, larger than life characters that must face a seemingly undefeatable foe. Admittedly, Titan A.E. isn’t reinventing the wheel in terms of originality but it also isn’t trying to, instead delivering an entertaining ride on that level it certainly succeeds.

DVD of the Week: Godzilla: Criterion Collection

Godzilla is more than just some guy in a cheesy rubber suit terrorizing badly dubbed Japanese actors and stomping miniature cities. The original film, made in 1954, is actually a tragedy of epic proportions, a potent warning of an escalating nuclear arms race and messing with atomic power. Of course, Godzilla mainly works as an entertaining monster movie, too.


When a 7,500 ton freighter is mysteriously lost in the South Seas off Japan, the authorities are baffled. Soon afterwards, a fishing boat is destroyed in the same manner: from an underwater explosion. It is a mine? An underwater volcano? There are only a few survivors and one of them claims to have seen a creature in the water. Some elderly citizens immediately claim that it was Godzilla, a creature that lives in the sea and occasionally surfaces to feed on mankind when food in the ocean is scarce.

Sure enough, late one stormy night, something destroys several houses in a village in such a way that it could not have been the result of natural causes, like a hurricane. Director Ishiro Honda wisely prolongs the first actual appearance of Godzilla for 21 minutes, cleverly employing traditional horror film techniques to create tension and build anticipation. We never actually see the monster in the initial attacks – just a hint of him but nevertheless his presence looms large, much like with King Kong (1933). When we finally do catch a good glimpse of the creature, it is little more than a head but it is a fantastic shot that effectively establishes his massive scale and is more than enough to send the locals running for their lives.

The country’s leading scientist Professor Yamane (Takashi Shimura) theorizes that Godzilla is the result of atomic testing, a mutation that exists to punish his country for dabbling in the dangerous waters of atomic energy and radiation. Naturally, the Japanese government wants to destroy Godzilla but Yamane respects the beast and wants to study it. Yamane represents a sobering humanistic voice that mirrored Honda’s own beliefs and acts as a sharp contrast to the government’s foolhardy shoot first, ask questions later attitude.

Look past the guy in the rubber suit and the obvious miniatures and you’ve got atmospheric black and white cinematography by Masao Tamai that is haunting, especially the night scenes with an almost silhouetted Godzilla destroying Tokyo that is a devastating site to behold.

Godzilla was born from the ashes of A-bomb attacks on Hiroshima and Nagasaki – the fallout of which Honda witnessed first hand. In fact, the film’s opening scene, where a freighter is destroyed by an explosion from under the water, was a reference to an incident in which a tuna trawler got too close to an H-bomb test courtesy of the United States and its crew became sick with radiation poisoning. With this knowledge, it’s hard not to see Godzilla’s swath of destruction through urban Japan as a metaphor for the A-bomb and a powerful critique of the dangers of atomic radiation. This is what elevates Godzilla above countless other monster movies from the 1950’s and has inspired countless sequels that have transformed the giant monster into a pop culture icon. The Japanese version is the way this film was meant to be seen with all of the stark footage of the dead, maimed and shell-shocked and numerous the A-bomb references – something that is missing from subsequent sequels that have turned into admittedly entertaining battle royales.

Special Features:

A few years ago, Classic Media released an excellent special edition of Godzilla with an unimpressive transfer and a decent collection of supplemental material, none of which has been carried over to the Criterion Collection’s new and improved edition so completists may want to hold onto that previous incarnation. As you would expect, Criterion’s transfer is near flawless and a significant improvement on the Classic Media version, making it more than worth the upgrade.

The first disc features an audio commentary by film historian David Kalat who provides a nice mix of analysis and production information. He goes into great detail examining the relationships between the characters and their purpose in the film. Kalat also touches upon the difference between the Japanese and American names for Godzilla. He also good-naturedly addresses the absurdity of the oxygen destroyer and other scientific inaccuracies. At times, he comes across as a little too enthusiastic but this is tempered by his encyclopedia knowledge of all things Godzilla.

“Photographic Effects” features effects director Kawakita and effects photographer Motoyoshi Tomioka revealing how some of the special effects for Godzilla were done with examples from unused footage. They point out the extensive use of matte paintings and composite shots.

Japanese film critic Tadao Sato examines Godzilla’s role in Japanese culture. He remembers seeing the film when it first came out and recalls his first impressions. He also points out how aspects of the film evoked memories of the atomic bomb attacks on Japan.

“The Unluckiest Dragon” is a 2011 audio essay about the Daigo Fukuryu Maru fishing boat tragedy that inspired parts of Godzilla. The crew witnessed a powerful U.S. atomic bomb test and became sick with radiation poisoning. This essay examines the socio-political implications of the incident.

Also included is a theatrical trailer.

For completists, both versions – the original 98 minute Japanese version and the 80 minute Hollywood version, entitled Godzilla, King of the Monsters – are included, each on their own disc, but after seeing the original it is really hard to go back to the other. American movie producers acquired the North American rights and promptly Americanized the movie, inserting a reporter played by Raymond Burr with only 60 minutes of the original film intact, the rest was cut and new footage shot. Criterion has also included a trailer and David Kalat returns for a commentary where he starts off by providing the brief backstory to the nuclear arms race between Russia and the U.S. He discusses the Americanization of Godzilla including its unusual structure of flashbacks, which he explains may actually be reminiscent of film noir.

There is an interview with actor Akira Takarada who talks about his experience working on Godzilla. He talks about his initial impressions of the screenplay and tells several filming anecdotes, including working with the legendary Takashi Shimura (The Seven Samurai).

Godzilla performer Haruo Nakajima (who played the creature in 12 films) talks about the challenges he faced playing the iconic monster. He recalls being told to study King Kong for how to move like a mythical creature. He talks about what it was like moving inside the suit and how he had to adjust his performance.

Features effects technicians Yoshio Irie and Eizo Kaimai talk about their work on the film. They start at the project’s origins and go all the way through production providing invaluable recollections on how the various effects were achieved.

Composer Akira Ifukube talks about his long, illustrious career and, of course, his groundbreaking work on Godzilla. He talks about his humble beginnings in forestry to how he eventually got involved in scoring films.

The Color of Money

The 1970’s saw the rise of the Movie Brats, a collection of filmmakers that had grown up watching and studying films. They made challenging films that reflected the times in which they were made and were revered by cineastes as much as some of the actors appearing in them. Directors like William Friedkin, Francis Ford Coppola, Hal Ashby and Martin Scorsese made intensely personal films that blended a European sensibility with American genre films. However, the one-two punch of Jaws (1975) and Star Wars (1977) and the failure of expensive passion projects like New York, New York (1977) and Heaven’s Gate (1980) ended these directors’ influence and saw the rise of producers like Joel Silver, Don Simpson and Jerry Bruckheimer, and movie star-driven blockbusters in the 1980’s and beyond. It got harder and harder for the Movie Brats to get their personal projects made. Most of them went the independent route, making films for smaller companies like Orion and doing the occasional paycheck gig with a Hollywood studio.


For years, Scorsese had been trying to fund a personal project of his own – an adaptation of The Last Temptation of Christ. It was a tough sell and he ended up making After Hours (1985) and The Color of Money (1986) as a way of keeping busy while he tried to get Last Temptation made. At the time of The Color of Money much was made of it being Scorsese’s first movie star-driven film and some critics and fans of the director felt that he was selling out. It would not only be promoted as a film starring Paul Newman and Tom Cruise (and not as a Martin Scorsese film), but was a sequel (something that the director was never fond of doing) of sorts. Newman had been interested in reprising his famous role of "Fast" Eddie Felson from The Hustler (1961) for some time but he had never met the right person for the job – that is, until he met Scorsese.

The Color of Money begins twenty-five years after the events depicted in The Hustler and we find that Eddie (Paul Newman) is enjoying a comfortable existence as a savvy liquor salesman with his bar owner girlfriend Janelle (Helen Shaver) and occasionally fronting a pool hustler. His current investment, a cocaine addict named Julian (played with just the right amount of sleazy arrogance by John Turturro), is getting roundly beaten by a young turk named Vincent (Tom Cruise) who catches Eddie’s attention with his “sledgehammer break.” He becomes fascinated watching Vincent play and his cocky behavior between shots, like how he works the table. Eddie also watches the dynamic between Vincent and his girlfriend Carmen (Mary Elizabeth Mastrantonio). What really catches his attention is not just Vincent’s raw talent but also his passion for the game. He’s even willing to play Julian after he’s won all of the guy’s money because he just wants his “best game.”

There’s a nice bit where Eddie tests Carmen’s skill as Vincent’s manager, exposing her lack of experience and schooling her on the basics of pool hustling in a beautifully written monologue by Richard Price that Newman nails with the ease of a seasoned pro. We get another healthy dose of Price’s authentic streetwise dialogue in the next scene where Eddie takes Vincent and Carmen out for dinner and continues to school his potential protégés: “If you got an area of excellence, you’re good at something, you’re the best at something, anything, then rich can be arranged. I mean rich can come fairly easy.” The scene is also nicely acted as Tom Cruise plays the cocky upstart with just the right amount of arrogant naiveté without being a typical goofball. As Eddie puts it, “You are a natural character. You’re an incredible flake,” but tells him that he can use that to hustle other players. The ex-pool player lays it all out for the young man: “Pool excellence is not about excellent pool. It’s about becoming something … You gotta be a student of human moves.” And in a nice bit he proves it by making a bet with them that he’ll leave with a woman at the bar. Of course, he knows her but it certainly proves his point. This is a wonderful scene that begins to flesh out Vincent and establish how much he and Carmen have to learn and how much Eddie has since The Hustler.

The young man is a real piece of work – brash, directionless but with raw talent. It is clear that Eddie sees much of his younger self in Vincent and decides to take the young man under his wing and teach him "pool excellence" by taking him and Carmen on the road. It’s an opportunity to make some money while also getting back Eddie’s passion for playing pool. The Color of Money proceeds to show the three of them on the road for six weeks, getting ready for an upcoming nine-ball tournament in Atlantic City. Of course, there are the predictable bumps in the road as Vincent’s impulsive knack for showing off costs them money and Eddie feels like the young man’s not listening to him. It’s a formula we’ve seen used in countless films but Scorsese does everything he can visually to keep things interesting, especially in the dynamic way he depicts the numerous games of pool, the use of music (for example, one game is scored to “Werewolves of London” by Warren Zevon) and the actors that play some of the opponents along the way, like a young Forest Whitaker as a skilled player that manages to hustle and beat Eddie at pool.

However, it is the camerawork by veteran cinematographer Michael Ballhaus that impresses the most. He and Scorsese depict each game differently, employing a variety of techniques, like quick snap zooms in and out, and floating the camera gracefully over the pool table or gliding around it. He even has the camera right on the pool table following the balls around. The camera movement and editing rhythm of each game is dictated by the mood and intensity of each match, like the grandiose techniques employed when Vincent shows off during a game of pool. As he revels in his own showboating moves, the camera spins around him as if intoxicated by his bravado. However, much like the chaotic pool hall brawl in Mean Streets (1973), the camera movement goes nowhere symbolizing the futility of Vincent’s actions. Sure, he beat the top guy at that pool hall but in doing so scared off an older player that had much more money.

While The Color of Money was made fairly early on in Tom Cruise’s career, his relative inexperience actually suits his character. His youthful energy mirrors Vincent’s. It is his job to come across as an arrogant flake of a human being, which he does quite well (too well for some who were unimpressed with his performance). Cruise has always been an actor that performs better surrounded by more talented and experienced people and with the likes of Paul Newman acting opposite him and Scorsese directing, it forces the young actor to raise his game. One imagines he learned a lot on the job much like Vincent does in the film. Scorsese knew exactly what he was doing when he cast Cruise and got a solid performance out of him. In the late ‘80s, Mary Elizabeth Mastrantonio acted in a series of high profile roles like The Abyss (1989), The January Man (1989) and this film. She’s given the thankless job of the girlfriend role but manages to make the most of it. One gets the feeling that Carmen is a fast learner and smarter than Vincent. She is much like Eddie in understanding the business side of pool hustling.

Naturally, Newman owns the film, slipping effortlessly back into Eddie’s skin after more than 20 years and it’s like he never left. The scenes between him and Cruise are excellent as the headstrong Vincent bounces off of the world-weary Eddie. Over the course of the film something happens to the elder pool player. As he tells Vincent at one point, “I’m hungry again and you bled that back into me.” We see that youthful spark fire up in Eddie again after so many years dormant and Newman does a fantastic job conveying that. While many felt that his Academy Award for the performance he gives in The Color of Money was really a consolation prize for a career of brilliant performances, this does a disservice to just how good he is in this film and how enjoyable it is to watch him get to work with someone like Cruise and Scorsese, watching how their contrasting philosophies towards acting and filmmaking co-exist in this film. There is an energy and vitality that Cruise brings and Newman feeds off of it and Scorsese captures it like lightning in a bottle.

When Paul Newman read Walter Tevis’ sequel to The Hustler it made him wonder what “Fast” Eddie Felson would be doing now and wanted to revisit the character. He had seen Raging Bull (1980) and was so impressed by it that he wrote a letter to Scorsese complimenting him on such a fine piece of work. The director was just coming off of After Hours and was attached to several projects, including Dick Tracy, with Warren Beatty, a fantasy film entitled Winter’s Tale, Gershwin, with a screenplay written by Paul Schrader, and Wise Guy, a book about the New York mafia written by Nicholas Pileggi. However, they all took a backseat when Newman invited him to direct a sequel to The Hustler. The actor had been working on it for a year with a writer. Scorsese was interested but didn’t like the script Newman showed him because it was “a literal sequel. It was based on at least some familiarity with the original.” Scorsese felt like he couldn’t be involved with the project if he didn’t have some input on the original idea of the script.

Scorsese wanted to go in a different direction and brought in a new screenwriter, novelist Richard Price who had written The Wanderers and also a script for the director based on the film Night and the City (1950). Scorsese liked the script because it had “very good street sense and wonderful dialogue.” For The Color of Money, Price and Scorsese’s concept was basically what became the film, exploring the director's preoccupation with redemption but with what Newman saw as "recapturing excellence, having been absent from it, and then witnessing it in somebody else." Newman liked it and Price and Scorsese came up with an outline and began rewriting the script. Price studied pool players and wrote 80 pages of a script. They took it to Newman and got his input. By the end of nine months, Price and Scorsese decided to make the film with Newman.

For Scorsese this was the first time he had ever worked with a star of Newman's magnitude. "I would go in and I'd see a thousand different movies in his face, images I had seen on that big screen when I was twelve years old. It makes an impression.” As a result, Scorsese and Price made the mistake of writing for themselves when they should have tailored the script to suit Newman and his image, or as Scorsese later said, "we were making a star vehicle movie." The actor wanted to explore aging and the fear of losing his “pool excellence.” He also wanted the character of Minnesota Fats, played so memorably by Jackie Gleason in The Hustler, to return but Price couldn’t get the character to fit into the script. He and Scorsese even presented a version of the script with Fats in it to Gleason but he “felt it was an afterthought,” said Scorsese.

It was Newman that suggested Cruise for the role of Vincent to Scorsese. The young actor had met Newman before when auditioning to play his son in Harry & Son (1984). Scorsese cast Cruise before Top Gun (1986) had come out but he was a rising movie star thanks to Risky Business (1983). He had seen the young actor in All the Right Moves (1983) and liked him. The project was initially at 20th Century Fox but they didn’t like Price’s script and didn’t want to make it even with Cruise and Newman attached. Eventually, it went to Touchstone Pictures.

Newman was not fond of improvising on the set and suggested two weeks of rehearsals before filming. Scorsese wasn’t crazy about this and found them “aggravating. You are afraid that you are going to say ridiculous things, and the actors feel that way too.” However, he agreed to it and brought in Price so that he could make changes to the script. Fortunately, everyone felt secure in character and with each other. Price and Scorsese didn’t have the film’s ending resolved and felt that they had written themselves into a corner. The studio wanted them to shoot the film in Toronto but Scorsese felt that it was too clean and chose Chicago instead. Both Cruise and Newman did all their own pool playing with the former being taught how to do specific shots that he played in the film with the exception of one, which would have taken two additional days to learn and Scorsese didn’t want to spend the time. Cruise had dedicated himself to learning how to play pool: “All I had in my apartment was a bed and a pool table.” He worked with his trainer and the film’s pool consultant Mike Sigel for months before shooting started.

In his review for The New York Times, Vincent Canby wrote, “The Color of Money isn't Mean Streets or Raging Bull. It is, however, a stunning vehicle – a white Cadillac among the other mainstream American movies of the season.” Time magazine’s Richard Schickel wrote, “There is a ferocity in Cruise's flakiness that he has not previously had a chance to tap. That, in turn, gives Newman something to grapple with. There is a sort of contained rage in his work that he has never found before, and it carries him beyond the bounds of image, the movie beyond the bounds of genre.” The Globe and Mail’s Jay Scott wrote, “It may be true that in gambling money won is twice as sweet as money earned, but in art, only the earned has savor; The Color of Money earns enough of it to turn most other movies persimmon with esthetic envy.” In his review for the Washington Post, Paul Attanasio wrote, “But in the final third of the movie, the real drama takes place within Fast Eddie himself, as his dissatisfaction with what he's become almost imperceptibly grows, and he tries to decide, in middle age, who he wants to be. That involves a shift in the movie's focus to Newman alone; and if what's lost is the excitement that Newman and Cruise had generated together, what's gained is a kind of depth another, simpler story wouldn't have had.” However, Roger Ebert gave the film two-and-a-half stars out of four and wrote, “Maybe the problems started with the story, when Newman or somebody decided that there had to be a young man in the picture; the introduction of the Cruise character opens the door for all of the preordained teacher-pupil clichés, when perhaps they should have just stayed with Newman and let him be at the center of the story.”

Some Scorsese fans marginalize The Color of Money as one of his paycheck films – the first he did for the money – and while it may not have the personal feel of a film like Taxi Driver (1976), it still has its merits, a strong picture that fits well into the man's body of work. I would argue that it is one of his strongest films stylistically with some truly beautiful, often breathtaking camerawork capturing all the nuances of playing pool: the energy and vitality of the game is there without sacrificing any of the story or the characters. This film also shows how a director like Scorsese can take a hired gun project and make it his own. It looks, sounds and, most importantly, feels like one of his films and not a commercial studio picture. Others must have agreed as the film not only became Scorsese's most financially successful film at the time but a critical hit as well. The director proved to the studios that he could deliver the goods at the box office while to himself he was still able to invest the film with some of his own personal touches. Ultimately, The Color of Money is about Eddie’s redemption and rekindling the spark he had in The Hustler before the screws were put to him. As with many sports movies, the story builds towards the climactic big game or, in the case of this film, the big tournament but Price’s script offers a slight twist in that Eddie’s victory is a hollow one and the real one is at the very end when his love for playing pool has finally come back completely. He is reinvigorated and excited about where his life and game will go from here and this is summed up beautiful in the film’s last line – “I’m back.”

Lost Highway

After the critical and commercial beating David Lynch took with Twin Peaks: Fire Walk With Me (1992), his next film Lost Highway (1997) was seen as a comeback after a dry spell of five years. At the time, there was certainly a strong push in appealing to a young, hip audience with a splashy cover story in Rolling Stone magazine (Lynch even shared the cover with Trent Reznor) that drew attention to the film’s soundtrack featuring then popular musicians Nine Inch Nails, Marilyn Manson, and The Smashing Pumpkins. However, this did little for the film’s potential mainstream appeal as Lynch delivered another nightmarish neo-noir tale of jealousy and murder that may or may not be taking place inside the mind of a killer. In some respects, the film anticipated Lynch’s later masterpiece Mulholland Drive (2001), it too is a mystery that appears to take place within the fevered imagination of its protagonist.


Fred Madison (Bill Pullman) is a musician whose wife Renee (Patricia Arquette) may be cheating on him. We’re not really sure and neither is he. One day, a videotape shows up on the steps of their front door in a plain brown envelope. When they watch it there is grainy camcorder footage of the outside of their house. They don’t think too much of it but another tape arrives and this time there is footage of the inside of their house and, most chillingly, of them asleep in bed. There is definitely some tension in their relationship judging from all the pregnant pauses in what little conversations they have. Or it could be Fred’s inability to perform adequately in bed, which she responds to with a condescending pat on the back and a, “It’s okay.”

Two police detectives investigate and in typically amusing Lynchian fashion are useless. Their ineffectual nature anticipates the equally useless cops in Mulholland Drive. Fred and Renee attend a party at Andy’s (Michael Massee), a friend of hers and someone Fred saw leaving with his wife one night while he was performing at a nightclub. At the party, Fred encounters a mysterious man (Robert Blake) dressed all in black and with Kabuki white makeup on his face. He walks right up to Fred and asks, “We’ve met before, haven’t we?” Fred doesn’t recognize him but the man says that they met at the Madison’s house and, most disturbingly, he’s there right now. Of course, Fred doesn’t believe him until the man calls his house and he responds. Fred is understandably unnerved after this creepy conversation.

He and Renee return home to find no one else there but we see a light moving fast through the upper floor of their place. The first half of Lost Highway is an unsettling slow burn of uncomfortable silences and a feeling of paranoia and dread in the Madison house. Fred often disappears into darkened hallways that almost feel like the recesses of his mind. Lynch accomplishes this through very little light and a subtly disturbing soundscape of atmospheric noises. The last videotape that arrives features Fred next to the badly mutilated dead body of Renee and before he knows it he’s on death row for her murder. This is where things get really strange as at some point Fred transforms into a young man named Pete Dayton (Balthazar Getty). The authorities are understandably mystified and let Pete go.

He goes back to living with his parents, going out with his girlfriend Sheila (Natasha Gregson Wagner), and working at a local auto shop. On the surface, Pete is the opposite of Fred – he’s young and virile, having sex with not only his girlfriend, but a beautiful blond woman named Alice (Arquette again). He’s also friends with local mobster Mr. Eddy (a ferocious Robert Loggia), an intimidating guy who loves his car (“This is where mechanical excellence and one thousand horsepower pays off!”) and does not tolerate people who tailgate. However, Pete also gets involved with Alice who just happens to be Eddy’s girlfriend. Over time, Fred’s world slowly seeps into Pete’s. For example, Fred’s gonzo saxophone solo from the first half of the film plays over a radio as Pete works on a car and it gives him a headache.

The first and last line spoken in Lost Highway is "Dick Laurent is dead." Initially, it seems no more important a line than a simple teaser to draw us gradually into a dark, atmospheric world. However, much like the severed ear found lying in a field in Lynch's Blue Velvet (1986), this phrase is the key to unlocking a mystery that lies at the heart of Lost Highway. The mystery that is central to this film seems to be a conventional one — nothing more than a man accused of killing his wife. This is only a superficial reading, however. Look a little deeper and it becomes apparent that Lynch has swathed this mystery up in layers of abstractions and contradictions that makes watching Lost Highway akin to solving a riddle. Another key line that I believe is crucial to understanding what happens to Fred is when he tells the cops, “I like to remember things my own way. How I remembered them. Not necessarily the way they happened.” So, the second half of Lost Highway could simply be him remembering things his own way.

While on death row, Fred tries to escape his fate by creating a fantasy world where he’s everything he’s not – a stylish neo-noir filled with dangerous gangsters and sexy women but this is only a temporary reprieve as the problems that he had bleed into his fantasy world. Like Fred, Pete wanders the darkened places in his home. He is Fred’s idealized image: young, strong and virile. He even has control over Renee’s doppelganger, Alice but this is fleeting and she once again exerts her dominance, this time as a dangerous femme fatale. She ropes Pete in on a dodgy job of robbing an associate of Mr. Eddy’s and predictably it goes bad but with a Lynchian spin where even his characters die in weird ways (it involves furniture). The sequence evolves into a surrealist nightmare. More importantly, this scene is where Fred and Pete’s worlds bleed together and it becomes obvious that Fred isn’t going to escape his fate.

This culminates in a scene where Alice and Pete make love in the desert while waiting for the man who will fence their stolen goods. It is one of the most beautiful and chilling moments in any Lynch film. He lights their naked bodies to the headlights of a car while the hypnotic “Song to the Siren” by This Mortal Coil plays over the soundtrack. Lynch then turns this beautiful moment on its head when Pete passionate tells Alice over and over, “I want you,” to which she replies by whispering in his ear, “You’ll never have me.” She walks off and once again Fred has failed to control the object of his affection and frustration, even in his own created fantasy world. It is inevitable that these two worlds collide because Fred is consumed by the guilt of what he’s done. Ultimately, he is unable to escape his true nature as symbolized by the film’s rather abstract climax.

From the powerful shot of a car speeding down a darkened, deserted stretch of highway at night that begins and ends the film, Lost Highway contains many stunning visuals (courtesy of cinematographer Peter Deming) that will haunt you long after seeing the film. For example, the use of light, or rather, lack of it adds to the mysterious atmosphere that envelopes the film. Characters disappear down darkened hallways only to reappear later on. Many of the scenes in the film are lit in such a way that they almost resemble a painting that you could reach out and touch. There’s also the fantastic introduction of Alice captured in slow motion as Pete sees her climb out of Eddy’s convertible to Lou Reed’s cover of “This Magic Moment” and we can see why Pete is immediately attracted to her.

Lynch's films are also known for their rather complex soundscapes. In one way or another, the director has always taken a personal approach to the use of sound in his work and how it matches with the images on the screen. Lost Highway is no exception and may well be the best use of sound in his films since Eraserhead (1977). The film's soundscape quite often layers sound upon sound with incredible effect. It may only be the use of minimal sound effects buried in the background to suggest a feeling of ominous foreboding in a scene or a piece of music brought to the foreground, threatening to overwhelm everything else. And for the music Lynch not only continued to work with his longtime collaborator, Angelo Badalamenti, but also enlisted the help of Trent Reznor of Nine Inch Nails and British musician Barry Adamson. Together, they take Lost Highway to new levels of menace that the filmmaker was never able to achieve before. Their contributions greatly enhance the film's already impressive soundtrack.

The origins for Lost Highway started with something strange that happened to Lynch. A stranger rang the director’s doorbell, pushed the button of the intercom and told him, “Dick Laurent is dead.” When Lynch walked to the window and looked out he didn’t see anybody. This understandably troubled him for some time. On the last night of filming the Twin Peaks movie, he had a brief vision that would become roughly the first third of his next project: “It was like the first third of the picture maybe, minus some scenes we had in the final script ...This thing I had went all the way up to the fist hitting Fred in the police station – to suddenly being in another place and not knowing how he got there or what is wrong.” A few years later, Lynch read Barry Gifford’s story Night People and at the end of the first chapter two characters talk about a lost highway. Lynch loved those words and contacted Gifford who suggested they write something together.

A year later, the two men sat down and began to exchange ideas they had for the film. Both men had their own notions of what the film should be and these differed quite radically – to the point where they rejected each other's ideas and eventually their own. "Then I told Barry about this series of things that came to me one night. The very last night of shooting Fire Walk With Me these things shot into my head. I was driving home with Mary Sweeney and I told her about them. What I told her sort of scared her and it sort of scared me too. And when I told them to Barry he said, 'Jeez, I really like that,' and that was the start of a brand-new direction.” Gifford and Lynch decided that at some point in the story a transformation should occur and it would result in another story but have connections with the first one. Within a month, they had written the screenplay.

Lynch always wanted to work with Bill Pullman and so when it came to casting the role of Fred Madison, he was the first actor he thought of to play the role. The director felt that Pullman had a “pretty intense side to him which wasn’t exploited in his previous roles.” Furthermore, Lynch saw in the actor’s eyes, “intelligence and a vein of madness inside them. And to force it to come out I pushed during rehearsals.” Another significant bit of casting was Robert Blake (In Cold Blood) as the Mystery Man, the creepy figure who may be a part of Fred’s imagination. The veteran actor was responsible for the look and style of the character. One day, he decided to cut his hair short, part it in the middle and apply Kabuki white make-up on his face. "And the makeup people said, 'You're going crazy, man! Nobody in this movie looks like that; everybody looks regular!' I said, 'Leave me alone; just give me some shit.' I put this black outfit on. I walked up to David, and he said, 'Wonderful!' and turned around and walked away." Blake clearly knew what he was doing as his character exudes a sinister vibe every time he appears on screen.

The first cut of Lost Highway ran just over two-and-a-half hours. After a screening with fifty people, Lynch cut out 25 minutes of footage. Not surprisingly it received mixed to negative reviews from critics. Roger Ebert gave it two out of four stars and wrote, “I have nothing against movies of mystery, deception and puzzlement. It's just that I'd like to think the director has an idea, a purpose, and an overview, beyond the arbitrary manipulation of plot elements. He knows how to put effective images on the screen, and how to use a soundtrack to create mood, but at the end of the film, our hand closes on empty air.” In his review for the Los Angeles Times, Kenneth Turan wrote, “More in its imagery than in its baroque plotting, Lost Highway is best at creating a sense of unease. Working with cinematographer Peter Deming and longtime composing collaborator Angelo Badalamenti, Lynch has put together some thoroughly spooky situations. In the hands of this crew, even something as straightforward as a ringing phone in an empty room can create the feeling that the most awful thing is about to happen.” The Washington Post’s Desson Howe wrote, “Highway, which Lynch has pretentiously dubbed ‘a 21st-century noir horror film,’ is nothing more than a 20th-century cul-de-sac. The maker of such great works as Blue Velvet and Twin Peaks has finally run out of road.” Entertainment Weekly gave the film a “B-“ rating and Owen Gleiberman wrote, “By the time the film reaches its heart of darkness (it has something to do with a porno movie), Lynch, for the first time, seems to be using avant-garde tricks to pass off as 'taboo' what looks to the naked eye like mere routine sleaze. Lost Highway has scattered moments of Lynch's poetry, but the film's ultimate shock is that it isn't shocking at all.” Long-time Lynch supporter Jonathan Rosenbaum wrote, “Despite the shopworn noir imagery and teenage notions of sex, this beautifully structured (if rigorously nonhumanist) explosion of expressionist effects has a psychological coherence that goes well beyond logical story lines, and Lynch turns it into an exhilarating roller-coaster ride.” Finally, in her review for The New York Times, Janet Maslin wrote, “A structure that begins and ends at the same moment in time, with a debt to the Mobius strip (or to Pulp Fiction), is another intriguing feature. But the film has more of these touches than it has explanations. Eventually it raises the overwhelming possibility that nobody is entirely in the driver's seat.” Most interesting, Lynch took Siskel and Ebert’s thumbs down verdict as a badge of honor and plastered it large on newspaper ads for his film.

So what is Lynch and Gifford’s take on what the film means? The director said in an interview, “It’s Fred’s story. It’s not a dream. It’s realistic, though according to Fred’s logic.” During filming, Deborah Wuliger, the unit publicist, came upon the idea of a psychogenic fugue, which Lynch and Gifford subsequently incorporated into the film. "The person suffering from it creates in their mind a completely new identity, new friends, new home, new everything – they forget their past identity,” Lynch said." In addition to being a mental condition, he also discovered that a fugue was also a musical term. "A fugue starts off one way, takes up on another direction, and then comes back to the original, so it [relates] to the form of the film.” Gifford took the idea of a psychogenic fugue and ran with it. "This was something I researched with a clinical psychologist at Stanford, so we had some basis in fact here. After we found that freedom, more or less it was just a matter of creating this surreal, fantastic world that Fred Madison lives in when he becomes Peter Dayton."

Ultimately, what makes Lost Highway so good are the risks Lynch takes. After the crushing commercial and critical defeat of Fire Walk with Me, one would think that he would have take the safe route and made a conventional film. No way. As he did with Blue Velvet, Lynch decided to follow his muse and make a film on his own terms. Lost Highway is easily Lynch's darkest, bleakest film since Eraserhead. There are no happy endings in this film. No one escapes into radiator heaven. Characters that stray onto the lost highway simply stay lost with no chance of escape. While watching this film, you must be prepared to think as Lynch constantly questions how you perceive things — both people and events. What is real and what isn't? He also plays around with the notion of déjà vu by not only repeating images but also dialogue which forces you to pay close attention to what is going on. Lost Highway really is a film that you have to see more than once just to get all the little details that you missed the first time around.