Richard Kelly recalls working with the Rock and Justin Timberlake on his sci-fi cult classic.
Dwayne Johnson The Rock Southland Tales - 2006
Credit: Universal/Kobal/Shutterstock

After first-time filmmaker Richard Kelly's brilliant-but-strange 2001 movie Donnie Darko fizzled at the box office, another director might have followed it with something more obviously appetizing to Joe Public. Instead, Kelly doubled down on the weirdness and made Southland Tales.

A sprawling sort-of post-apocalyptic science-fiction epic, the film starred Dwayne Johnson as a movie star named Boxer Santaros who writes a screenplay with Sarah Michelle Gellar's porn star Krista Now, which foretells the end of the world. Kelly's deep bench cast included Seann William Scott (portraying twins), Mandy Moore, Miranda Richardson, Wallace Shaun, Bai Ling, and Saturday Night Live players Jon Lovitz, Amy Poehler, and Cheri Oteri. Justin Timberlake also appeared as a soldier who, high on some future-drug, participates in an elaborate, choreographed music video in which he lip syncs to the Killers' "All These Things That I've Done."

Southland Tales was booed when an early, 160-minute cut of the movie played at the 2006 Cannes Film Festival, and it grossed just $275,000 when it was given a limited release in November of the following year — a tiny return given the film's reported $17 million budget. But like Donnie Darko, Kelly's sophomore movie has acquired devoted fans over time. Now, Arrow Video is releasing the film on a two-disc Blu-ray set, which boasts a new documentary, a 2K restoration of the theatrical version, and the cut that screened at Cannes.

"I'm very excited that we're getting a chance to put this new Blu-ray release out there, with the caveat that the Cannes version of the film is not finished," Kelly tells EW. "It is an unfinished, work-in-progress version of the film. No one has seen this version of the film since 2006, when it premiered in May at the festival, so it's this time capsule experience. When you watch the Cannes cut, you can transport yourself back to the year 2006 and see this raw amorphous work of art that we projected in front of a lot of very baffled and confused people. I'm excited to get this out there also as a way of showing people that the finished version of this movie still doesn't exist yet. There's a lot of elements in the Cannes version that I think help lead the audience into a bigger story that could be further explored."

Below, Kelly talks about working with his remarkable Southland Tales cast — and the hopes he has for a follow-up movie.

ENTERTAINMENT WEEKLY: How did you come to cast Dwayne Johnson in the film?
RICHARD KELLY: Well, we were trying to figure out how to cast the role of Boxer Santeros, which was a huge, huge challenge. I believe we had Seann William Scott and Sarah Michelle Gellar attached to the film but we couldn't make the film without Boxer Santeros. It was an extremely challenging role to cast, because we needed a big star who was willing to play this schizophrenic deconstruction of a movie star having a complete meltdown. It required a courage and a bravery on the part of a big movie star willing to take that plunge.

When I met wIth Dwayne, it was just an immediate connection. He was immediately excited and open and just completely eager to take all these risks and dive into playing this role. It was just this wonderful connection. Getting to sit across from him — I think this was the very beginning of 2005 when we met — I was just blown away by his charisma. I'd seen him in the wrestling ring and seen a few of his movies. It was so clear to me that he was on his way to becoming the biggest movie star in the world, that he had that potential, that he had that charisma. Looking at all his work, and looking at all his performances in the pro-wrestling ring, I could just tell he had this just incredible comedic timing. I just knew that he could do an incredible job.

So, we knew that we had found Boxer Santeros and we knew that there was no other actor who could have ever done it except for him. It was just this wonderful opportunity where he was excited to do something really edgy and provocative and go outside of the wheelhouse so to speak. A lot of actors have their comfort zone where they feel like they're safe doing specific kinds of roles or genres, doing the specific kinds of movies that studios are comfortable putting them in to make money. This was a much bigger sandbox for Dwayne to play around in, to play this unhinged character, so I was just so thrilled to get him and the movie would not have been made without him. Dwayne, Seann, and Sarah, that was the glue that held the whole movie together, and then we could fill the rest of the cast around them. Yeah, it was a real gift to get Dwayne.

Is there a day that particularly sticks out in your mind from the shoot, for good or ill?
Well, every single day on this movie was a wild rollercoaster ride because we only had about 28 days to shoot the film. Every single day there was a crazy stunt, or a new character actor who was coming in, and all the supporting cast were entering into this crazy rollercoaster ride that was just really impossible to understand. I was trying to keep the roller coaster on its tracks, you know. [Laughs] Everything had to move really fast, it was this really well-oiled machine, everything had to be planned out. We were in these very expensive locations, all throughout Los Angeles, we were shutting down the Santa Monica Pier, or we were shooting right on the Venice Boardwalk, or Manhattan Beach and Hermosa Beach, all these very expensive beach communities.

We had to have everything so planned out, and the actors would come in, and they were doing improvisation, and they were doing stunts, and we were firing off guns and weapons and flipping over cars and stuff. It was just the wildest and intense movie set to be on. And it was also just the most fun I've ever had in my entire life. It was high-anxiety fun, you know. [Laughs] It was like I had all this adrenaline — probably twice the adrenaline just coursing through my body because of the intensity of the shoot. Because you only have a certain amount of hours, and you only have one chance to do every stunt, because we had no money, and if we're doing a stunt we could only do it one time. If we were shooting off a weapon and timing out the squib we only had one chance to get it. We all felt like we were almost on a live television shoot where we only had one chance to get it right. The whole thing was this crazy whirlwind.

SOUTHLAND TALES, Justin Timberlake, 2006
Credit: Universal/courtesy Everett Collection

The one moment that felt the most alive or risky, but also rewarding at the same time, was when we shot Justin Timberlake at the Santa Monica Pier. We had him for one 16-hour day. The Killers song, "All These Things That I've Done," in 2005 was one of the most popular songs in the world. It was a very, very expensive song, and we didn't have the rights to the song, we hadn't even approached the band about getting the rights to the song. We had it choreographed with the dancers, and Justin had to figure out what to do on the spot. There was no rehearsal for that sequence with Justin, but he's such a professional and he knows how to think on his feet, he just walked right into that sequence and just nailed it. Everyone at the very beginning of the four hours of shooting that sequence was very very nervous, they weren't sure if it was going to work, how it was going to look, if it was going to make sense, we didn't have the rights to the song. By the time we got to the end of it, and the last shot, and it was four hours later, and we're doing the final moments of Justin's dance, where all of a sudden he gets very serious and somber, it was like one in the morning on Santa Monica Pier. I remember Cameron Diaz was there on set because she and Justin were dating at the time, and everyone just had this feeling of excitement. Because we could look at the playback of the footage with the song playing, everyone could just tell that it was going to work, everyone who was skeptical, all of a sudden they were sold on it. Everyone was starting to strategize. "Okay, how can we cut this together?" "How can we send it to the Killers?" "How can we get in touch with their management?" "We really have to get this song!" We had done one take without Justin lip-syncing to any song, just as a cover. But it was so clear that it had to be that song and it wouldn't work with any other song at all. So that was a very risky moment, but it worked out. It was exciting to see the risk pay off.

How often did Jon Lovitz ask, "What the f--- is going on here?"
[Laughs] Well, I think a lot of the actors came on set and they didn't understand the big picture. It's like that for all my movies really. It was like that for Donnie Darko, and probably with The Box as well, where I'm building this very complicated science fiction story with all these metaphysical levels and it's hard for the actor to comprehend all that. I don't blame the actors for that, as long as I can explain the very specific journey of each character to the actor, so they understand what they're doing.

With Jon, I remember him having this very funny take on Bart Bookman and this corrupt cop, and I asked him if he'd be willing to dye his hair blonde, and he agreed to that. I think he was a little excited, a little nervous, to dye his hair blonde. I don't think he'd ever done that before. With each character, there was a back story that we worked on. His character is madly in love with Cheri Oteri's character, Zora Carmichaels. She's sort of hoodwinked him into this conspiracy to execute these two neo-Marxists played by Amy Poehler and Wood Harris. The backstory is, if he agrees to murder these people, then he and Zora will be together, that she will finally be his girlfriend. [Laughs] These kinds of backstories were worked in for every character. I wanted each actor just to try and understand their character and not try to understand the crazy big picture because that would have been impossible. Because I was still figuring out the big picture, trying to put the whole puzzle together in my mind. It was wild!

I read an interview with you from around a year ago where you talked about doing another Southland Tales movie. Is that still your plan?
Yes. I've been working on a new screenplay. There were these three graphic novels that were published 15 years ago, when the movie came out. In the theatrical version of the film, there's animation that really alludes to the full six chapters and the events that happen prior to the movie. The existing movie is divided into chapters 4, 5, and 6. There is a chapter 1, 2, and 3. So, there is this prequel story leading up to the events of the film, which I hope to achieve using animation. Then, there's a whole new level to the story which is Boxer and Christa's screenplay, which they're discussing all through the film, and you see throughout the film, that actually takes place in the year 2024. So, there is an opportunity for us to explore the world of his screenplay and the significance of what's happening in his screenplay, and the additional reality of what that could mean.

I've worked on quite a bit of new Southland Tales material and we've been doing a lot of work to try and figure out how we could pull it off. I'm not going to ever give up on it. I'm going to keep pushing for it for the rest of my life or until everyone gets too old. I believe in the project and I feel there's a chance for us to really do something much more exciting with it, given the streaming platforms and the long-form storytelling possibilities that exist now, where people are able to have a bigger canvas. We'll see what happens. But I think I've come up with a really exciting new screenplay, and a way to not only do a prequel film but also add additional scenes to the existing film that would really expand the whole story.

Would this involve Dwayne? Because I'm sorry to tell you that he now gets paid per movie more than the entire first film cost.
Yes, I realize that. [Laughs] That's a whole other discussion that I'm not able to completely address. But I would love more than anything to work with Dwayne again on this project and with all the actors. It's just a question of, is there a way to figure that out? I certainly hope so.

Related content: