Richard Kelly’s under-appreciated second film gets the deluxe treatment from Arrow. 5 Stars

Southland Tales is nearly impossible to categorize, a wild tapestry of ideas ranging from the satiric to the dystopian.  Richard Kelly’s follow-up to Donnie Darko presents the writer/director with a larger tapestry than his debut film, and while it feels unfinished, its uncompromising vision makes it a film worthy of reappraisal.

Southland Tales (2006)
Released: 07 Dec 2007
Rated: R
Runtime: 145 min
Director: Richard Kelly
Genre: Comedy, Drama, Mystery, Sci-Fi, Thriller
Cast: Carlos Amezcua, Curtis Armstrong, Robert Benz, Todd Berger
Writer(s): Richard Kelly
Plot: During a three-day heat wave just before a huge 4th of July celebration, an action star stricken with amnesia meets up with a porn star who is developing her own reality TV project, and a policeman who holds the key to a vast conspiracy.
IMDB rating: 5.4
MetaScore: 44

Disc Information
Studio: Sony
Distributed By: Arrow
Video Resolution: 1080P/AVC
Aspect Ratio: 2.40:1
Audio: English 2.0 DTS-HDMA, English 5.1 DTS-HDMA
Subtitles: English SDH
Rating: R
Run Time: 2 Hr. 25 Min.
Package Includes: Blu-ray
Case Type: Keep Case with Slipcover
Disc Type: BD50 (dual layer)
Region: A
Release Date: 01/26/2021
MSRP: $39.95

The Production: 4/5

This is the way the world ends.  Not with a whimper, but with a bang.

So begins Southland Tales, the wildly ambitious second film from writer/director Richard Kelly.  Kelly’s three films (Donnie Darko, Southland Tales, The Box) all share a unique sensibility, featuring outsider characters struggling to exist within a mundane normal in the foreground, with the very nature of existence and reality up for the debate against the margins.  In these works, Kelly frequently uses the element of water, and the concept of time, as the shades he colors with.  Though his work is more structured than that of David Lynch, he operates within a similar space where the very look and texture of the filmmaking is as important as what’s on the page.  Like Lynch, how the film makes you feel as you watch it is as much of the intended experience as the plot, and like Lynch, these films make instinctual sense to a certain percentage of moviegoers, while the wider audience struggles to make sense of it no matter how many explanations may be offered.

Southland Tales has a sprawling narrative with countless characters, but the broad strokes of the story involve what America and the world might have looked like in the aftermath of a nuclear strike against Texas by terrorists in 2005.  (The film itself was made in 2006 but not released until 2007.) The film proper is set in 2008, in a United States of closed internal borders, where travel between states and all internet traffic is closely monitored by a new branch of the government. In this oppressive vision of the then-near future, in Los Angeles as the presidential election approaches, several seemingly unrelated characters begin journeys that will ultimately lead the world on a collusion course with doomsday.  (Part of the joy in watching and rewatching the film is discovering the different connections and motivations that can take several viewings to connect.)  On one side is Boxer Santaros (Dwayne Johnson), an action star who has gone missing following a sudden case of amnesia; the significance of his disappearance has many levels, not least of which is that his father-in-law is the Republican candidate for Vice President trying to avoid embarrassment on the eve of the election.  On the other side is Krysta Now (Sarah Michelle Gellar), a porn star using her fame to reinvent herself as a talk show host and pop star, eerily foreshadowing the real world rise of social media influencers and YouTube reviewers displacing professional journalists and experts as voices of reason.  Caught in the middle is Officer Tavener (Seann William Scott), a police officer who has been kidnapped and drugged by a far-left group of Neo-Marxists looking to overthrow the extreme-right surveillance state.  They all seem to have connections with the Treer Corporation, a Germany alternate energy firm headed by the Baron von Westphalen (Wallace Shawn), whose company promises unlimited, renewable energy while being quite cagey about how the whole thing works.  Narrating from his sniper’s perch overlooking the Pacific Ocean is Pilot Abilene (Justin Timberlake), an Iraq war veteran who knows more about what’s going on than any other single character.

If that seems like a lot to take in, it’s just the starting ground and in many ways, just the background for a series of characters who are all trying to make their way within a world very obviously gone wrong.  There are individual moments, large and small, which can seem to come out of nowhere and end just as abruptly, only to become more consequential as the story points begin to converge.  To bring all of this to life, Kelly has populated his vision of Los Angeles with numerous familiar faces being utilized in unfamiliar ways, including but by no means limited to: Mandy Moore as Boxer’s politically attuned wife, Bai Ling as a mysterious associate of the Baron, John Larroquette as a political advisor, Jon Lovitz as a rogue cop, Janeane Garofalo as a general, Kevin Smith (under heavy age makeup, channeling late career Orson Welles) as a wise sage, SNL veterans Amy Poehler and Cheri Oteri as Neo-Marxists, and Holmes Obsorne (the Michael Caine of Kelly’s cinematic universe) as the Republican Vice Presidential candidate.  Seeing these familiar actors in unexpected roles adds a certain verisimilitude to the proceedings.  Working with cinematographer Steven Poster, Kelly creates a visual sense much larger than the film’s $17 million budget would suggest, and Moby’s original score is vital in creating a sense of scale and mystery.

Southland Tales straddles two very different kinds of filmmaking.  Its sense of atmosphere owes a debt to the work of David Lynch, but the portrayal of Los Angeles as a character of its own is reminiscent of great character-driven L.A. films like Shampoo and Magnolia, and a Nashville comparison wouldn’t be off-base.  There are sci-fi elements that anticipate the future works of Christopher Nolan, most specifically Inception and Tenet.  All of this unfolds in a way that frequently recalls the Book of Revelations as equally as any of its more recent film antecedents.  If it doesn’t always quite come together as well as one might hope, the sheer ambition on display is admirable.

Video: 4.5/5

3D Rating: NA

Southland Tales is presented in its original aspect ratio of 2.40:1.  Shot on 35mm film but finished digitally as a 2K digital intermediate, the booklet notes that a new master was created from the original 2K DI, and then regraded under the supervision of director Richard Kelly and cinematographer Steven Poster.  While similar to Sony’s original 2008 Blu-ray release of the film, the regraded picture and improvements in disc authoring here yield an image that appears more film-like overall, with more subtle colorings that seem more consistent and pleasing overall.  In the bonus features, Kelly describes in candid detail how he considers the film to be unfinished, and how few resources he had to try to complete it.  While the look between the two discs isn’t night and day, the presentation here looks more refined, as if Kelly and Poster had taken the opportunity of this new disc to finish the work they had begun years earlier.  As noted in the special features, many of the film’s effects were not fully finished when funding ran out, but their appearance here is accurate to how they’ve always looked.

Audio: 4.5/5

The disc presents two audio options, both in the lossless DTS-HD MA format: a newly remastered presentation of the theatrical 5.1 surround track, and a 2.0 stereo downmix.  Dialogue is well-recorded and easy to discern, and while the bulk of the 5.1’s soundscape is front-oriented, there are bits of score and atmospheric effects which keep the surrounds in play.  The one area of note would be that the contemporary songs used at several key moments in the film sound more highly compressed than the rest of the actual soundtrack.  This discrepancy is also present on the earlier Sony disc, suggesting that it was either a limitation in the materials the filmmakers had to work with, or a deliberate stylistic choice.  The included 2.0 track seems redundant, but there were no issues noticed in the portions sampled.

Special Features: 5/5

The Cannes Cut (2:38:32) – Richard Kelly brought a work-in-progress version to the 2006 Cannes Film Festival after receiving an unexpectedly enthusiastic invitation from the festival organizers who had seen the rough cut.  The film’s disastrous reception by the audience there doomed the film before it could even be completed, resulting in the original distributor seeking to sell off most of their rights.  While the new distributor claimed to be excited about the film, they were only willing to contribute funding towards its completion in exchange for Kelly shortening the film, placing Kelly in a difficult situation: in order to secure the visual effects he desperately needed to complete the film, he was forced to trim parts of the narrative that helped it cohere.  It should be made clear that the version premiered at Cannes, about fifteen minutes longer than the theatrical release, is not a director’s cut.  The Cannes Cut is stronger in many regards than the theatrical version due to the additional footage (mostly character development, useful in a film with so many), but the theatrical version benefits from additional special effects and some narrative fine-tuning that moves around some exposition to points where it would be more useful for the audience to take in.  Both versions are worth viewing, but neither is definitive.  The ideal Southland Tales would probably be a hybrid of both versions, but short of that, it is wonderful that the two existing versions of the film are finally available in a single package.  As with the theatrical version, the Cannes Cut was also remastered under the supervision of the filmmakers, and is presented with the same audio options.  Presented on a separate disc that will presumably be dropped from the eventual standard release (if other Arrow limited releases can be seen as precedent), the Cannes Cut is likely to be available only in this initial limited edition pressing.

All other bonus features are presented on the set’s first disc.

It’s A Madcap World: The Making Of An Unfinished Film – Presented in three parts which must be viewed individually, this new retrospective was created by Arrow exclusively for their release, and is the sole new disc-based feature in the package.  As the documentary was created during the covid-19 pandemic, the new interviews with director Richard Kelly and production designer Alec Hammond are from webcam-quality sessions, but whatever is lacking in visual panache is more than made up for in candor.  Kelly, looking back with clear eyes but without rancor, is very candid about how his initial idea of smaller satire grew into something much larger, and the difficulties he faced in trying to complete the film.  While he concludes that “I’m not satisfied with either version at all,” he remains enthusiastic about the effort.  Through The Looking Glass (18:46) covers the writing and pre-production period, This is the Way the World Ends (21:31) explores the film’s production, and Have a Nice Apocalypse (10:37) details the film’s troubled post-production and release.

Audio Commentary (Theatrical Cut Only) – Originally recorded for Sony’s 2008 Blu-ray release, Richard Kelly’s informative track spends a lot of time untangling the film’s dense narrative.  Fans of the film will likely appreciate this deep dive into its mythology.

USIDent TV: Surveilling the Southland (33:48) – This archival featurette from Sony’s earlier release chronicles the making of the film.

This is the Way the World Ends (9:12) – This animated short, created by Richard Kelly for the original Sony disc, further explores the world of Southland Tales.

Theatrical Trailer (2:31) – The original trailer is presented in HD.

Image Gallery (24:11) – A gallery of production stills and artwork is chaptered so that the viewer may either watch it unfold over nearly half an hour, or use the buttons on the remote to skip through at one’s own pace.

Booklet – The booklet includes information about the film’s presentation on disc, along with a new essay by Peter Tonguette about the film, and another new essay by Simon Ward about the film’s original website, an early attempt at both the kind of viral marketing that would come to define the next generation of film advertising and the kind of multimedia world-building that is now commonplace with major franchises. 

Reversible Cover Art – One side features Arrow’s newly commissioned poster art (as seen on the slipcase), and the other side features the film’s original poster art.

The original Sony Blu-ray also included a stills gallery-style presentation of Richard Kelly’s three graphic novel prequels to the film, which has not been carried over to this new Arrow release.  While the graphic novels aren’t necessary to enjoy the film, they add a tremendous amount of backstory for those interested in diving deeper into the film.  With the graphic novels now out of print, this would have been a useful bonus feature to retain, though it should also be noted that the presentation of the material on the Sony disc was not as easy to navigate or as comfortable to read as the published editions.  Fans who own both the graphic novels and the original disc will not need to retain that original disc, but fans without the graphic novels should hold onto the Sony disc for that feature.

Overall: 5/5

Southland Tales is a fascinating, misunderstood and under-appreciated film that seems to have foreshadowed not only the world we live in now but also the kind of sci-fi ideas that directors like Christopher Nolan have been given greater resources to pursue.  Its imperfections and rough edges take little away from the concepts that Richard Kelly sought to explore.  History and hindsight have proven it to be a film truly ahead of its time.  Arrow’s new limited edition offers both versions of the film in newly remastered presentations, and includes almost all of the original bonus features while adding a very candid and worthwhile new retrospective.  Though Southland Tales won’t be everyone’s cup of tea, this is a film ripe for rediscovery, and Arrow’s release presents a wonderful opportunity to do so.

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Published by

Josh Steinberg


Reggie W

Senior HTF Member
May 31, 2004
Agua Verde
Real Name
Pike Bishop
Excellent review and impressed with your rating and thoughts on the picture. This is certainly what I would call a "cult" film as there seems to be a small but very enamored group of fans and then, of course, a group of people that really don't like this picture as well as many more that have never seen it.

Probably most people that bothered to check this out did so because they enjoyed Donnie Darko and I think that Southland Tales became a litmus test for the fan base of that film. It probably drove away many Darko fans while entrenching others with a love for Kelly's style.

I'm in your camp though, Josh, and find this picture misunderstood and yes, probably a solid film for our times...and I do really like this one. It is brimming with ideas and it is off the rails in terms of the presentation. Shame he was never able to finish it in the manner he wanted to. I thought it was a great follow-up to Donnie Darko but due to the fact that it is satire...well...I think it loses most people. Well, that and as you point out all the characters and winding plot probably leaves a lot of people just throwing in the towel on it.

To me the picture it most reminds me of is Terry Gilliam's Brazil. It's wacky characters, all over the place plot, and an over ambitious director grasping for the moon pretty much, for me, place it firmly in Gilliam territory. Like Gilliam though he does have something he is trying to say and sort of hilariously/unfortunately the characters in this film seem like characters we have to see in our real lives today. Following wacky theories and attempting to manipulate people for their own gain and all of them not too bright but certainly somewhat dangerous in their own self absorbed ambitions and potential to have others follow them down the path to ruin.

I doubt this will ever be a widely loved picture but it will always have the little cult that likes it.

Josh Steinberg

Jun 10, 2003
Real Name
Josh Steinberg
Thank you, Reggie! Appreciate the kind words. I was very excited to do this one. I remember first seeing the movie in 2008 and being really enamored with it - my then roommates and I watched it and really got what it was going for. I hadn’t seen it for a while and I wasn’t sure how it was going to play today, and I was really surprised at just how well it held up and seemed to predict this moment in time.