It was one of those wee-small-hour-of-the-mornings in L.A., in the spring of 1988, and Callie Khouri, a 30-year-old music-video line producer, was driving home from work to her apartment in Santa Monica when her tired mind caught fire. “Out of nowhere I thought, Two women go on a crime spree. That one sentence! I felt the character arcs—I saw the whole movie,” she recalls, sitting in the Beverly Hills Hotel Polo Lounge 22 years later. No longer the rebellious spitfire she was then, Khouri today is an established screenwriter and director (Mad Money, Divine Secrets of the Ya-Ya Sisterhood) and the wife of Oscar-winning songwriter and producer T Bone Burnett.
“THAT SCENE, RIGHT THERE, IS THE BEGINNING OF BRAD PITT! BINGO!,” THE FILM'S DIRECTOR, RIDLEY SCOTT, RAVES.
In a city where every cater-waiter had a script in a drawer, Khouri had never tried to write a screenplay. (She had, though—after a childhood in Texas and Kentucky, as the daughter of a Lebanese-American doctor and a southern belle, and three and a half years at Purdue—studied acting and done a little theater.) And yet, as she drove that morning, she says, “I saw, in a flash, where those women started and where they ended up. Through a series of accidents, they would go from being invisible to being too big for their world to contain, because they'd stopped cooperating with things that were absolutely preposterous, and just became themselves.”
Over the next six months, Khouri spent all her spare time getting her vision on paper: Two Arkansas women—lower-middle-class, with no status, no entitlement, both in far-from-perfect relationships—drive off to spend a couple of days at a borrowed fishing cabin. They stop at a roadhouse and have a few drinks. Then, suddenly, things get out of control, and one of them shoots and kills the man she catches in the act of raping her friend. Their innocent weekend turns into a headlong, obstacle-pocked getaway, but as their desperation grows, so does their exhilaration. “I don't remember ever feeling this awake,” one of them marvels as law enforcement descends. Khouri wrote the screenplay in longhand at odd hours and typed it out on her office computer.
The script was infused with her own personality, a model for the older protagonist. “Callie's got a great acid tongue and was wise beyond her years,” says Amanda Temple, who was producing with her then, the two of them working on “horrific” Mötley Crue and Foreigner videos in “the era of excess, macho guys, big hair, and spandex pants,” when “everyone was snorting away their lives.” Temple recalls “casting sessions when a particular director—a huge movie director today, who will go nameless—said, ‘I want more girls with bigger tits, Callie! And less clothes!’ Callie doesn't suffer fools, and there were a lot of foolish people around in those days. Callie and I used to say, ‘You get what you settle for.’ Sometimes she'd say, ‘I'll show them one day.’ ”
Khouri's other great friend was the country-music star Pam Tillis. They had met in their early 20s, at Nashville's Exit In, where Khouri was a waitress and Tillis a struggling singer. “We threw in our lot together,” says Tillis. “We had more power as a team.” Khouri says, “We were very different, but, together, we were like a third thing,” often “racing the sun home” after a wild night out.
“Callie had a toughness, but she still had problems,” says Tillis, “and she was meticulous—a real Wasp.” Tillis says she, by contrast, “was a bit of a space cadet.” According to Khouri, “Pam was one of the funniest people in the world, and scattered—she'd borrow a pair of shoes and return just one.”
Khouri had been the victim of two violent encounters. Soon after she moved to L.A. and started waitressing at the Improv, the comedian Larry David was walking her to her car when “two terrifyingly young kids, one with a sawed-off shotgun, came up and relieved us of our personal effects.” Just before that, as she and Tillis had been leaving a party one night, they got jumped from behind. “I was the levelheaded one,” says Tillis. “Callie was hanging on to her purse, because she'd been working her ass off for every red nickel. I had to yell, ‘Callie! Quit your dogheadedness! Let! It! Go!’ She dropped her purse and we ran.” But Khouri later realized, “If I'd had a gun, I'd have killed them.”
All of this came out in the screenplay: the two friends, one orderly, wounded, and sardonic, the other a pliant, lovable flake; the shifting of power in a crisis, where the ditz takes the reins and saves the day; the sweet revenge served to tits-and-ass-obsessed jerks; that “third thing” two people become in a fast car; the fact that being violated once can make a law-abiding, shell-shocked person snap the next time, raise a gun and pull the trigger. “You get what you settle for” became the script's tagline. The two characters “kind of named themselves as I wrote,” says Khouri. The zany one was Thelma Dickinson; the controlled one, Louise Sawyer.
They wanted to make a low-budget indie, with Temple producing and Khouri directing. (Temple's husband, British filmmaker Julien Temple, had just directed Absolute Beginners and Earth Girls Are Easy.) “We thought we'd find some fool to give us $5 million,” says Khouri. They even had the stars in mind: Holly Hunter and Frances McDormand. Temple shopped the project and got consistently turned down. The protagonists, “basically detestable and unsympathetic, will never get the audience's support,” one major producer decreed.
Ridley Scott Enters the Picture
Temple had a friend named Mimi Polk (now Mimi Polk Gitlin), who ran Ridley Scott's production company and served as his producing partner. The British Scott, a former wunderkind director of international commercials, was coming off three well-received features: Alien, starring Sigourney Weaver; Blade Runner, starring Harrison Ford; and Black Rain, starring Michael Douglas and Andy Garcia. He was not yet in the position he occupies today, as one of the most successful producer-directors in the world, but he was confident and moneyed. “I was not a ‘learner,’ ” he says. Before moving across the pond he had directed “two and a half thousand television commercials in England and Europe; I could pay for my first movie.”
Stymied by the rejections, Temple gave Khouri's script to Gitlin, saying, “You're connected, Mimi. Will you tell us if we're mad? I mean, shit! Why are people not getting this?”
Gitlin read the script and nodded at the running riff of the women being lewdly gestured at by the oil-tanker driver; Gitlin had run into such creeps when she and her college friends drove from Minnesota to Florida on spring break—what woman hadn't? Thelma and Louise goad, stop, and confront him. When he doesn't apologize, they shoot out his tires. When he calls Louise a bitch, they put bullets into his tanker, and it explodes.
Temple had merely wanted Gitlin's opinion; she and Khouri were still determined to produce and direct. But Gitlin wanted to show it to Scott. Khouri feared that, with “a real director, it could all come crashing down. What if he thinks it's some amateurish, bullshit thing?”
‘Mimi gave it to me and said, ‘This is kind of interesting. I don't think it's for you, but maybe we can produce it,’ ” says Scott, sitting in a conference room at his and his brother Tony's Scott Free studios, at the eastern edge of Beverly Hills, its casual opulence attesting to his nonstop work as a director (which has earned him three Academy Award nominations for best director, two Golden Globe nominations, three Directors Guild nominations, five British Academy of Film and Television Arts nominations, and a knighthood from Queen Elizabeth) and his entrepreneurism (his 70-director operation produces, among other things, TV's The Good Wife). “I saw what was unique about it immediately. Women tended to get parts as somebody's girlfriend; this was about no one else but them. It had substance, it had a voice, and it had a great outcome, which you could never change. Their decision was courageous, to carry on the journey and not give in.”
“Callie rang me up,” recalls Temple, “and said, ‘Ridley wants to produce it. What do we do?’ ” Khouri continues the story: “Amanda said, ‘Well, we can spend the next 10 years trying to scrape together money, or you can get the movie made right now.’ And both options were equally appealing.” Temple insisted, “Callie, this is an incredible opportunity! The movie will take off and become a whole other animal than you can imagine.”
“I was, in a way, a very good choice to do it,” says Scott. Given the relentless machismo of his recent films (Gladiator, which was 2000's Oscar-winning best picture, Black Hawk Down, American Gangster, Body of Lies, Robin Hood), it might not be obvious that this unabashedly feminist piece would appeal to him. Still, Scott says, “I'd never had trouble letting women tell me what to do. All the years I'd run my company, I'd found that women were the best men for the job. Scott Free L.A. was run by a woman; Scott Free London was run by a woman. I could sit around and analyze the foolishness of men, since men are fundamentally the children in any relationship.”
Scott told Khouri the script could be lighter. “I said, ‘There's really a lot of funny shit in the movie—you should not let that go.’ I'm not sure Callie got this initially; she was going a little more seriously.” But he pressed her. “I said, ‘I want a universal reach. Comedies are so powerful because they don't shut off half the audience. You want the males to listen. You want them to actually eat crow. Because every male in that movie”—except the Arkansas state-police detective, who alone understands the women's desperation and decency—“is damaged goods.”
Khouri and Temple agreed to transfer rights to Scott and Gitlin if they could get name actresses on board, at which point Scott would option the script, for which Khouri would be paid $500,000. Actresses' agents were already calling. As Scott says, “Once a script goes into the printing room, it's all over Hollywood.” Jodie Foster and Michelle Pfeiffer were soon attached, and, Gitlin recalls, “they were over the moon.” After all, the number of first-rate action scripts floating around in which women carried the whole movie was just one: Khouri's. Meanwhile, “through story discussions we had, Callie started feeling comfortable,” recalls Gitlin. “In fact, Callie and Ridley were having so much fun we could have kept the script process going for six months.”
With Foster and Pfeiffer on board, Scott went out looking for a director. “I went to four,” he says, “and they all turned it down!” He won't name the four directors, but Gitlin remembers three of them: Bob Rafelson (who hadn't made waves since his early-70s films, Five Easy Pieces and The King of Marvin Gardens), Kevin Reynolds (who would soon start on Robin Hood: Prince of Thieves, and later direct the financial disaster Waterworld), and Richard Donner (who had recently directed Lethal Weapon and its sequel, and would later do the third). One of the four, Scott recalls, “said, ‘Listen, dude, it's two bitches in a car.’ I said, ‘Why are they bitches? Because they have a voice?’ Another said, ‘Oh, it's small,’ to which I said, ‘No! It's epic!’ And I started talking about how the proscenium—the landscape—was the third big character in the movie, and that the film is an odyssey. I didn't realize that while I was interviewing these guys I was talking myself into it!”
“I kept pressing Ridley,” says Gitlin, “telling him, ‘This kind of movie will not come around again! It's completely a gift that it's available to you!’ At the same time, I was helping Callie feel less reticent about Ridley as director. Because, you know, he'd done mostly action movies, and you wanted someone sensitive.”
Scott conveyed his ambivalence to his friend Alan Ladd Jr., who had served as studio executive on Alien and Blade Runner. Laddie, as he is known, who is the son of the star of such major 1950s movies as Shane and Boy on a Dolphin, was a major force in Hollywood. As the president of Twentieth Century Fox, he'd given George Lucas the go-ahead for Star Wars; as an independent producer and then as chairman and C.E.O. of Pathé Entertainment, he had shepherded Body Heat, The Right Stuff, Chariots of Fire, and Moonstruck to the screen. He had also produced some of the highest-quality “women's movies” of recent years—Julia, The Turning Point, An Unmarried Woman. Today, surrounded by photos of these triumphs in his Sunset Strip office, Ladd wears his years of authority with appealing humility. It was to his offices at Pathé Films that Scott went with Khouri's screenplay. Pathé was financed by a mysterious Italian investor, Giancarlo Parretti, who was rescuing troubled Hollywood studios, and Ladd's wistfulness as he talks about Thelma & Louise now may well have to do with what eventually came of that union.
“Ridley gave the script to me—he'd never done a women's picture—and I loved it. We all loved it. We thought it was perfect.” In Ladd's recollection, Scott wouldn't let the directorship go. “We kept coming up with directors, and Ridley kept saying, ‘No, I don't think he's right.’ ” Ladd's friend Richard Donner “even told me Ridley stood him up for a meeting” to discuss Donner's directing it. “I said, ‘Ridley, obviously you want to direct this movie.’ ” But Scott couldn't make up his mind.
Meanwhile, the two stars went off to do other movies, Foster to play opposite Anthony Hopkins in The Silence of the Lambs, Pfeiffer to appear in the Kennedy-assassination-era drama Love Field.
Soon there was an enthusiastic new pair of A-listers. “Meryl and Goldie called me and said, ‘Can we come in and meet?’ ” says Ladd, of Streep and Hawn, who were good friends. “They read the script; they loved it, thought the parts were great. Meryl thought that, at the end, one of them—Thelma or Louise—should live. Of course, we didn't particularly agree with that.” (No one involved in the movie had any doubt that the controversial ending—the women driving off a cliff, their car freeze-framed in midair—wasn't perfect.) Scott met with them. “I had a long chat with Meryl, who would have played Louise, and I found her absolutely wonderful,” he says. As for Hawn, “She's so funny! She said, ‘I'm buying you breakfast! I really want to do this movie!’ ” However, Streep had a conflict with another movie, and Hawn … well, as Ladd puts it, “I'm very fond of Goldie, and she was a big star at the time. But I didn't think she was right for the part.” By then Scott had made a decision, after Michelle Pfeiffer told him, “Come to your senses and direct it yourself.” He came to his senses.
The Ultimate Thelma and Louise
He reconnected with an actress who had been dead set on a starring role in the film the whole time the two other sets of actresses had come and gone. “Geena was pursuing me like crazy,” Scott recalls.
“That's right! I had my agent call Ridley every week for almost a year,” says Geena Davis. Over lunch at the Beverly Wilshire hotel, Davis—her eyes bright, her brown hair hanging almost to her waist—speaks as avidly as if filming had wrapped three weeks ago. She first heard about the script from a director friend of her then husband, Jeff Goldblum, and once she read it she wouldn't take no for an answer. Her agent heard “Ridley already has a cast in mind” many times, but continued to say, “Well, Geena's still interested.” Davis had just won best supporting actress for her role as William Hurt's quirky love interest in The Accidental Tourist, so, by rights, she didn't have to grovel, but “I just knew I wanted to play one of those parts—I didn't much care which one. I was always attracted to characters who are in charge of their own fate.”
Finally the call came: “Ridley has decided to direct it himself, and he will meet Geena.” Her acting coach, she says, “had convinced me I should play Louise, so we had an hour's worth of notes on why I should play Louise, and I brought them to the meeting, and I launched into a passionate monologue, and at the end of this long discussion Ridley says, ‘So-o-o, you wouldn't play Thelma?’ And there was this pause”—she laughs—“where my mind is going click click click. And I said, ‘You know what? As I've been hearing myself talking, I realized that it actually isn't Louise I should play; it's Thelma,’ and I launched into that spiel.” The next day word came: “Ridley really likes you and wants to cast you. But he has to see who the other person is.”
Then Davis was offered a role in another movie, so she got tough with Scott. “My agent told Ridley that, tragically and unfortunately, I would have to miss out on being in Thelma & Louise, because this had been going on a long time. So on Friday afternoon”—the deadline Scott was given—“there's calls going back and forth, and finally they say, ‘If she agrees to play either part, we will sign a contract with her today.’ So I said, ‘Great! I don't care which role!’ But I was still thinking, I'll probably be Louise.”
Meanwhile, Scott had sent Susan Sarandon the screenplay. Surprisingly, for someone who, by then, was already a passionate progressive (she had delivered milk to the Sandinistas and would shortly lambaste the first President Bush for betraying “people of color”), Sarandon hadn't heard of the groundbreaking script, “because,” she says, “I live in New York.” The actress, whose film career had begun in 1970, and who, at 44, was 10 years older than Davis, was not fond of Hollywood—she would go on record as saying it was “gripped by greed.” For her role as the casino worker who washes her breasts with lemons in Atlantic City, she'd narrowly lost best actress to Katharine Hepburn in 1981. Her spirited performance as the baseball-team cougar in Bull Durham had just resulted in what many felt was a second robbery: she'd been nominated for the Golden Globe but had been overlooked as a contender for the Oscar. She had felt “destroyed.” So, apart from what Scott already admired in this “very technically experienced actress,” there was, in Sarandon, a Louise-like hyper-competence, hurt, and cynicism. As soon as Scott arrived at their meeting, he knew: “Susan had the authority, the sensibility. She was Louise.”
Davis went to the meeting with Scott and Sarandon, still thinking she'd make a better Louise than a Thelma. “But pretty much the second Susan walked in the room, I was, Are you kidding that I could play Louise? Susan was so self-possessed, so centered and together.” While Davis had a few requests for script changes, Sarandon launched into a precise dissection of nearly every scene. She wanted the women's journey compressed in time, “to keep the tension going and the audience in the frame of mind where going off the cliff was a romantic device.” She objected to the description of Louise's shooting of Thelma's near rapist as execution-style—“I didn't want to do a Charles Bronson revenge movie.” Rather, “Louise wants to hit him, but she loses it and shoots him.” (The play of expressions on Sarandon's face during this scene makes clear that she knew she could portray this.) And, in studying the scene where Louise's boyfriend comes to a motel with emergency money for her, she vetoed the intimate interlude implied in the script. “With Thelma's rape in her mind, Louise wouldn't surrender to orgasm without falling apart,” explains Sarandon.
It's hard to imagine this now, because the believability with which Davis and Sarandon morphed their characters from conventional, well-behaved women to panicked parties in a murder to existential road warriors makes their casting seem destined, but Scott had to sell them to Ladd. Scott shrugs and says, “They always think they can do better; the grass is always greener.” He defeated Ladd's doubts by reminding him, “ ‘I was right about Sigourney, wasn't I?’ Because I'd had to persuade Laddie about Sigourney for Alien—she was brand-new.” Plus, the role had been written for a man. (The minute Weaver sat down across from him, Ladd recalls, still in the jeans and T-shirt she'd worn on her flight because her luggage was lost, “I thought, Perfect outfit. She's very tall. She can handle it. The meeting took three minutes.”) So, Ladd says, “Ridley's handling of Sigourney made me feel confident.”
They had their stars. While Sarandon and Davis embarked on what Sarandon recalls as “very serious driving and shooting lessons,” the hunt was on to cast the male roles.
THE TWO PROTAGONISTS, “BASICALLY DETESTABLE AND UNSYMPATHETIC, WILL NEVER GET THE AUDIENCE'S SUPPORT,” ONE PRODUCER DECREED.
Casting the Men
The linchpin was the character Hal Slocumbe, the Arkansas detective who becomes certain, with every new clue that identifies the unlikely fugitives, that they're decent women caught in a spiral of rash decisions and bad luck. The last actor one might have thought of was Harvey Keitel, an intense, wiry New Yorker often cast as a thug (Mean Streets, Taxi Driver). Scott had talked Keitel into playing a 19th-century Frenchman in the director's first film, The Duellists (1977), which won best debut movie at Cannes. (“Are you out of your fucking mind?,” Scott recalls Keitel saying at that time.) Now, 12 years later, Keitel was busting Scott's chops again. Scott: “I said, ‘Come on, you get to play a good guy for a change.’ Harvey said, ‘Arrgh.’ I said, ‘Stop fucking about. Do it.’ He said, ‘O.K.’ ” Once on board, Keitel threw himself into the role and delivered a southern-gentleman lawman whose compassion anchors the film and charts its moral course.
By contrast, Thelma's husband, Darryl Dickinson, was the movie's buffoon. In her script, Khouri wrote of the Carpeteria manager, “Polyester was made for this man.” Geena Davis recommended her ex-boyfriend Christopher McDonald (an upstate-New York native who'd been in Grease 2 and on Cheers) for the role of the controlling, high-strung philanderer who is perpetually annoyed with the high-school sweetheart who is now his devoted wife. (“He is an asshole,” Thelma admits, “[but] most of the time I just let it slide.”) McDonald wanted the role so badly that he used his own frequent-flier miles to go to Little Rock and do some research. In the airport there he spotted “the perfect guy, running for a plane. He had a mustache, a comb-over—he thinks he's a player. You'd see his picture on a supermarket wall: Employee of the Month.” For his audition, McDonald grew a mustache and decked himself out in polyester and cheap jewelry. “Ridley loved it!” McDonald became the ensemble member who kept everyone, including Keitel and Scott, in stitches.
The third male was Jimmy, Louise's boyfriend, a country-rocker whose main flaw was that he was commitment-shy. Khouri specified in the script that Jimmy was “not the type of man you'd expect Louise to like.” Indeed, a sexy, languid musician and a snappish, uniformed waitress were not an obvious match. Khouri wanted Louise's woundedness—from her ever-hinted-at long-ago rape in Texas—to be manifest in her choice of a safe, if inappropriate, man. “Maybe he was just a good screw,” says Michael Madsen, the actor who played Jimmy. Madsen was—and is—a gravelly-voiced, Harley-riding hipster, a pal of Keitel and the late Dennis Hopper. In his working-class Chicago family, he was raised to be a cop, and it took him years not to think acting was for sissies. He had an Elvis quality, plus “a sense of anger,” says Scott of the actor, who would soon play a police-torturing ex-con in Quentin Tarantino's Reservoir Dogs. Scott wanted him for Harlan, Thelma's roadhouse rapist. “But I said no!” says Madsen. “I'd be labeled a rapist to the end of my career!” When he said he wanted to play Jimmy, Scott laughed, but he suggested that Madsen take Sarandon to lunch.
Madsen drove to the Santa Monica house where Sarandon was living with her then partner, Tim Robbins, and they went for lunch at a place coincidentally named Louise's Trattoria. “We talked and talked—never about the movie, just about everything else,” says Madsen. “We liked each other. I knew I could do it, and I knew that she knew we could do it.” He won the role and made Jimmy one of the most original characters in the film—grave, wary, principled. The motel-coffee-shop scene in which Louise, now an outlaw, calmly but poignantly sends on his way the boyfriend who has long played hard to get but who now, piqued by her sudden mystery, has come bearing a diamond ring “is the best scene in the movie,” according to Scott.
There was one more male role: J.D., “almost a male prostitute,” as Scott puts it. The cowboy-hatted hustler, posing as a student, spots Thelma as an easy mark, seduces her, and steals the $6,700 that Jimmy has just lent Louise in the motel. J.D. was a somewhat sinister character in Khouri's script, and Scott had his heart set on Billy Baldwin. Smokily handsome, with thick brows and pouty lips, Baldwin was a comer, who had played the preppy killer Robert Chambers in a TV movie and co-starred in Flatliners. Scott cast him.
A struggling young actor who had had a small part in the TV series Dallas also wanted the role, however. “Ridley had been one of my favorites since I sneaked into Alien as an underaged teen,” Brad Pitt recalls in an e-mail from Budapest, where Angelina Jolie is directing a movie. The script was “incredibly well written, especially when compared to what I had access to at the time. And, most importantly, it was close to home.” (Pitt was born in Oklahoma and raised in Missouri by Southern Baptist parents.) He had auditioned, “with high hopes,” before the part went to the early favorite, Baldwin. Then Pitt auditioned for a role in Backdraft, a Ron Howard action film about firefighters chasing an arsonist, which, with a cast that included Robert De Niro, Kurt Russell, and Donald Sutherland, was expected to be a blockbuster.
When shooting on Thelma & Louise was further delayed, Baldwin dropped out, as J.D., to co-star in the very movie, Backdraft, in which Pitt had failed to secure a role. Scott was crestfallen. Pitt, however, got his hopes up again, only to have them dashed a second time. Another actor was cast as J.D. Only when that second J.D. left to go back to his TV series did Pitt have another, slender opening. Casting agent Lou DiGiamo sent him to read, this time with Davis, on the Saturday before filming was to start.
“PRETTY MUCH THE SECOND SUSAN WALKED IN THE ROOM,” DAVIS RECALLS, “I WAS, ARE YOU KIDDING THAT I COULD PLAY LOUISE?”
Pitt was one of four actors trying out. “I did fine with the first few guys,” Davis says, “but the last one was so cute I kept messing up my lines. I'm dying because I'm thinking, He's great, and I'm ruining his audition. I kept saying, ‘I'm so sorry!’ But he's so chill: ‘Hey, don't worry about it. It's all good.’ ” Pitt meant it. “The read was a delight,” he says. “Geena was incredibly disarming and playful as an actor. Rid was kind and to the point.”
After the actors left, Davis recalls, “Lou and Ridley were talking about the other guys: ‘This one had a certain roughness. That one had a good look.’ They're not mentioning the last one! So I said, ‘Can I say something?’ And they're ‘Of course.’ I said, ‘The blond one. Duh!’ ”
Pitt would bring to J.D. a shrewd whimsy and a comical white-trashiness. (Khouri had pictured J.D. as more “collegiate.”) “Brad fell in love with his character; he gave that small role personality accents and attitude,” says Mimi Gitlin. He improvised sexy leg kicks and wiggles in the car's rearview mirror, making himself generally irresistible and at one point leading the smitten Thelma to muse to Louise, “Did you see his butt? Darryl don't have a cute butt. You could park a car in the shadow of his ass.” Pitt came up with his own folksy, scatological lingo (“I'm kinda stuck here like stink on stink”; “I'm not having a turd's luck getting a ride out in this rain”), making his wooing of Thelma charmingly ridiculous. With this cast in place, at last Scott had what he wanted: a seriocomedy.
He also wanted to achieve visual elegance that hinted at sorrow and danger. He always looked at paintings before starting films, and now he fastened on the bright, stark work of John Register—hotel lobbies, Formica-topped tables in empty diners. The painter (who died in 1996) once said, “With [Edward] Hopper, you witness someone else's isolation; in my pictures, I think you, the viewer, become the isolated one.”
Scott also wanted a mythic take on southern America, and who could deliver that better than Europeans, says German-born Hans Zimmer, who has written scores for more than a hundred films and who, with the help of blues slide-guitarist Pete Haycock, produced the plaintive track Scott loved so much that he made it the movie's theme song. It wasn't a surprise, Zimmer says, that most of *Thelma & Louise'*s senior production team (director of photography Adrian Biddle, production designer Norris Spencer, film editor Thom Noble) were British. “We're the ones most in awe of this country of yours. It's up to us outsiders to re-present America to Americans.”
Scott and Spencer went location scouting, from Arkansas to Oklahoma, but halfway across Texas the impatient director had an epiphany: “What the fuck are we doing here? It all looks the same to me. We can do this in the Valley, and I can go home every night. I can find the Grand Canyon in Utah.” (The trip was good for one thing: Scott happened upon a female cement-mixer driver with a pack of Marlboros rolled into the sleeve of her T-shirt, and he bought her trucker hat for Davis, “because this is what Thelma”—who would start out a frilly-dressed Barbie—“will evolve into.”)
WHEN KHOURI ACCEPTED HER OSCAR, SHE SAID, “FOR EVERYBODY THAT WANTED TO SEE A HAPPY ENDING FOR THELMA AND LOUISE, THIS IS IT.”
Laddie O.K.'d Scott's filming in the San Fernando Valley and Bakersfield. The Arkansas houses were all near the Warner Bros. lot. The Silver Bullet—where Thelma meets, and Louise shoots, Harlan—was a Bakersfield honky-tonk. As for the depressing motel where the traumatized women stop to sort things out after the killing, “I saw it and said, ‘This is pure John Register!’” says Scott. The crew and supporting cast stayed there. The shot of Thelma mincingly pulling her heavy suitcase alongside the motel's swimming pool, under the freeway overpass full of speeding trucks, is one of the first of a parade of scenes of the women threading through a terrain of menacing vehicles: tankers, forklifts, field irrigators, tractor-trailers, crop dusters.
Principal photography began in June 1990, and everyone had such a great time that those 12 weeks seemed like a honeymoon between the drawn-out casting process and the unanticipated nightmare that was brewing.
Keeping a Light Touch
Owing greatly to Thom Noble's tight cutting, the movie's comic heart was established in its first 30 seconds, when know-it-all Louise tells two teen girl customers that smoking will “ruin your sex drive,” then ducks into the kitchen and lights up herself. When, in the next scene, McDonald—as office-bound Darryl—tripped and fell in his driveway, he used that gaffe to have Darryl rail hilariously at some workmen Thelma had hired. Scott loved it and used it. On Pitt's first day of work, he recalls, “I dealt with staying focused, knowing I was in a new league.” His first scene (shot out of sequence) was J.D.'s interrogation by Slocumbe after the detective discovers the hitchhiker stole the women's money. “Keitel, being an improv guy, gave me permission to do the same,” says Pitt. “By the end of the day Harvey was beating me over the head with my own hat—unscripted—and I was having as much fun as I've ever had on a set since.” In that same sequence, J.D. and Darryl pass each other in the police station. To taunt the husband of the woman he has bedded, says McDonald, “it was Brad's idea to do that little rumba,” referring to the pelvic gesture Pitt came up with. “Then I literally tried to kill him—Ridley had to put these two mooses on me to hold me back—but by Take Four I'd calmed down.”
The male cast loved Scott. “Ridley's a really masculine guy, and I thought, Wow, somebody like him—I need to be with him,” says Madsen. “We guys were: We're here to do this chick flick, but don't forget when the testosterone comes into play.” Sarandon adds, “The boys would have followed Ridley over a cliff.” Sarandon and Davis had their own bond. “Susan and I were always conspiring about something,” says Davis. During the roadhouse scene, “we asked the prop guy, ‘Do you have any real tequila? Because it's easier to act if we taste alcohol.’ He said, ‘Sure.’ You shoot it from a million different angles, so we pounded back quite a few, and we're laughing between takes and both feeling, We're so drunk! This is great!” When they found out how little tequila they'd actually consumed, she says, “we were instantly sober.” Some of the men got a buzz, too. “I walked out of the motel in the morning, and Brad would be out smoking a joint,” Madsen says. “We got stoned together a couple of times. Every actor finds his way to make it work; that was his thing.”
The sex scene between J.D. and Thelma “was a seduction; she's going to experience an intimacy she's never experienced in her life,” Scott rhapsodizes. (Louise's translation to her friend: “You finally got laid properly!”) “Geena said, ‘I can't take my clothes off!,’ ” Scott recalls. “So I started interviewing Playboy bunnies as body doubles, and my trailer was right next to hers, and there's this queue of Playboy bunnies coming out of my trailer for two hours, and she's finally”—snapping his fingers—“ ‘O.K., I'll do it.’ ”
Shooting that sex scene with Pitt, Davis recalls, Scott realized it was a star-is-born moment. “He kept saying, ‘Muss his hair up a bit. Wet it down. Just a second—give me some spray.’ And he personally sprayed Evian on Brad's abs! I'm ‘Uh, Ridley, I'm the girl in the scene, O.K.?’ ” The moment when the bare-chested J.D. holds Thelma's hair dryer aloft as if it were a gun and treats her to his bank-robbing speech (“Nobody loses their head, then nobody loses their head”)—“that scene, right there, is the beginning of Brad Pitt! Bingo!,” Scott raves, clapping his hands. Pitt takes it down a gentlemanly notch: “Callie's hair-dryer scene was the showpiece for the J.D. character,” he agrees, “but I flatlined that day and failed the scene by a few degrees. It was Geena's performance that made mine. Her ability to be carefree and comfortable in each take led the way for me.”
In a movie filled with gunshots, sirens, and screeching tires (“I got so sick of that car—it took me weeks to stop driving like a maniac,” says Sarandon), hairy moments are part of the bargain. None was hairier than when Thelma and Louise raised their revolver and pistol and fired at the oil tanker and—with several cameras rolling—it exploded into flames “with a bigger bang than I expected,” says Scott. “The special-effects man said, ‘You're too close!’ Well, I'm a hundred yards away!” Meanwhile, the far-closer-in actor who played the horn-honking, epithet-spewing trucker worried, If the director is moving back, why am I standing so near this inferno? (The actor's bigger worry, Scott recalls, was: How am I going to work again after this part? “He was fine. He went on to do Hamlet in Toronto.”)
With only those actors in the end-of-the-line scenes—Sarandon, Davis, Keitel—the crew arrived in Moab, Utah, in early August. Amid the bluffs and buttes, the world's largest concentration of natural sandstone arches beckoned. “Utah was magic—fantastic,” says Scott. Here was his touted “third character—the proscenium,” the yonder that Thelma and Louise would fly off into. One day as he was being driven to the set from his rented house, he happened upon a Rastafarian pedaling a bicycle. Scott ordered his driver to stop, got out, and hired the guy, thereby violating his own cardinal rule of “having the script completely nailed down before shooting.” Out went the scene where the state policeman whom Thelma and Louise lock in the trunk of his car springs himself in the middle of the night; in went a Rasta cyclist responding to the trapped cop's pleas by coolly blowing a huge cloud of ganja smoke into the trunk's airhole.
That little, forced high was a nod to the women's enormous, spontaneous high, born of intensified closeness and liberating desperation. They are now equals: Louise's breakdown when J.D. stole their money is met with Thelma's abruptly taking charge. While Thelma—using J.D.'s speech, verbatim—robs a convenience store, Louise finds herself stared at, through a dusty window, by two beaten-down old women straight out of Dorothea Lange. She throws away her lipstick and later will wordlessly trade all her jewelry for a weather-beaten old man's straw hat; in her brand-new scorched-earth life she needs no frills. “Drive, Louise! Drive!,” Thelma yells, running back out to the car with the money. When Thelma cocks her gun at the head of the aforementioned trooper who has pulled Louise over for speeding (together they turn him into a sniveling penitent as they shoot out his radios, take his gun and ammo, and stuff him into his trunk), her—their—metamorphosis is complete. Thelma says, “I know it's crazy, Louise, but I just feel like I have a knack for this shit.” Louise approvingly responds, “I believe you do.” And the audience is on the final joyride with them.
Because their characters had been awake for the better part of 72 hours, Davis and Sarandon secretly dirtied and wrinkled the wardrobe department's painstakingly cleaned shirts. And they moved what they thought was a “sappy” exchange meant for the last scene—“You're a good friend, Louise”; “You, too, sweetie; you're the best”—to an earlier one. The key line of dialogue in their end run is Thelma's quiet announcement: “Something's crossed over in me.” The power they've accidentally seized in these few days has suddenly made any compromise they would have made in their earlier lives no longer an option.
The film had its fair share of out-of-sequence shots, but the last scene was actually saved for last, and by a scheduling quirk had to be done during the “golden hour” of the final filming day—after that, Scott was off to direct 1492 in Costa Rica. A ramp was built over the bluff; there were three car shells, containing dummy Thelmas and Louises. Before the cameras rolled, one of the cars, set up as a test, accidentally went over the cliff at a weird angle. “My stomach went, Oooo,” says Davis. To everyone's relief, the second car went off perfectly. Then Sarandon and Davis, readied by the makeup team, got in the real car, with a camera on each of them, for simultaneous close-up shots. “There was no getting it another time. This was it,” recalls Davis. With a phalanx of cop cars behind them and a helicopter zooming dramatically up from the canyon floor, Thelma says, with dazzling vulnerability, “Let's keep going.” Louise asks, her smile a blend of incredulity, hope, and sorrow, “You sure?” Then (Sarandon's idea) Louise kisses Thelma hard on the mouth and—with Slocumbe running behind, desperately trying to stop them—she floors the accelerator.
Cut and print!
“It was very emotional,” says Gitlin. “There were hugs all around.”
Catching the Zeitgeist
‘I thought the engine was pretty damn good,” Scott says of the rough cut he set out to sculpt as his postproduction team assembled at Pinewood Studios in September. Zimmer says, “Here we were in London, in the miserable cold and pouring rain, looking at these beautiful scenes of sunshine.” The camaraderie they enjoyed in editing the movie and inserting into it Zimmer's theme song and music supervisor Kathy Nelson's “needle drops” (including Johnny Nash's “I Can See Clearly Now” and Martha Reeves covering Van Morrison's “Wild Night”) was dashed, however, by the panic Alan Ladd was feeling.
Ladd had publicly defended Giancarlo Parretti when others were claiming that the moneyman was all smoke and mirrors. Now Ladd's gullibility was revealed. He had a “staggeringly good” movie, but the funding had vanished. First, because Parretti hadn't paid the processing lab, “the negative was held hostage; we couldn't even get access to the film to color-time it,” Gitlin recalls. The lab was finally paid—according to Ladd, “The money was doled out in crumbs”—the negative released, postproduction finished. During the first four months of 1991, Ladd says, he was on the phone daily, asking, “ ‘Where's the money for advertising?’ And Parretti says, ‘The money's coming.’ ” Was Parretti in Italy? “God knows where he was! He'd say, ‘I'm in such and such a place.’ Then he'd answer the phone and say, ‘I'm not here.’ ” Ladd kept yelling to anyone connected to the financier, “Where's the money?” He recalls these answers: “ ‘He's sending it.’ ‘Crédit Lyonnais sent it.’ I said, ‘I just talked to Crédit Lyonnais; they don't know what you're talking about!’ ” It was later revealed that, in this scandal, which also involved Parretti's purchase of Pathé-affiliated MGM, the financier had, according to Ladd, “bilked Crédit Lyonnais out of $1.4 billion—I guess if you lie big enough, people will give you money.” (Between 1996 and 1999, Parretti was found guilty of perjury, evidence tampering, misuse of corporate funds, and fraud. He was sentenced in absentia in France to four years in prison. That same year, he was arrested in Italy.) Ladd had to settle for an advertising and publicity budget that was a full “60 percent less than we wanted.”
Yet, despite the badly clipped funding, the Zeitgeist was at work in their favor. Here was a movie about wronged women addressing their situation with comic and tragic extremism. Versions of that same extremism were being played out by their real-life counterparts in news stories all over America.
When Thelma & Louise was released, in May 1991, it hit like a brick through a window. At some screenings (including those in Cannes), audiences cheered when Louise shot Harlan. Early reviewers were smitten but taken aback. (The Washington Post called it “off the shoulder and ahead of the curve … exhilarating … a symphony for the eye,” but choked over the “dire” dénouement.) Then, as word of mouth ignited, the punditry weighed in, making the movie a watercooler cause célèbre. “A close friend called to say that Thelma & Louise … is a very disturbing film and I must write about it immediately,” thundered conservative columnist John Leo in U.S. News & World Report, going on to characterize the movie's “repeated paean to transformative violence” as “explicitly fascist.” Similarly right-leaning syndicated columnist Suzanne Fields decried its heroines' “thoughtless, aggressive acts,” and Richard Johnson, then at the New York Daily News, said the movie “justifies armed robbery [and] manslaughter as exercises in consciousness raising.” It wasn't only right-wingers who were jolted. *The Los Angeles Times'*s Sheila Benson called the movie a perversion of the women's movement's values of “responsibility, equality, sensitivity, understanding,” and *Time'*s Margaret Carlson—noting the “table-pounding discussions” it had inspired—similarly mused, “Is this what feminism is all about?” *The New York Times'*s Janet Maslin cut through the fury and hand-wringing, noting that the movie, which she loved, “feels unfamiliar in the best possible way” and “sees something other movies have not seen,” partly because “the men in this story don't really matter.”
Neither Khouri nor Temple could have predicted that their genre-melding movie (buddy picture, road picture, feminist parable) would grow to iconic stature. It would Cinderella-ize Khouri with a best-original-screenplay Oscar. It would score five other Oscar nominations, including Scott for director, Biddle for cinematography, and Noble for editing. “In a way, we shot ourselves in the foot,” Scott says, because Sarandon and Davis were both nominated for best actress (while Jodie Foster, who was originally going to play Louise, would end up taking home her second Oscar, for her role in The Silence of the Lambs). It would broaden Scott from rising-star action director to unexpected master of the character-driven drama. Critics, caught off guard by this little movie, which cost an astonishingly low $17 million, would fall head over heels, likening it not only to Easy Rider, Butch Cassidy and the Sundance Kid, and Bonnie and Clyde but also to The Adventures of Huckleberry Finn. It would rate a dedicated anthology of scholarly essays published by the University of Texas and a collection of monographs by the University of California. Most of all, it ignited the most irresistible media debate about gender and power and violence since a trash can of bras was supposed to be burned (it wasn't) at the 1968 Miss America pageant. Without so much as a publicist's nudge, Time made Thelma & Louise its cover story. Today, 20 years after the sight of those two dusty women holding hands and driving off a cliff into the Grand Canyon in their turquoise Thunderbird rather than surrender to murder and armed-robbery charges stunned audiences, a mere half of its name still signifies: when Diane Sawyer announced she'd be leaving Good Morning America, all Robin Roberts had to say was she would miss “my Thelma,” and the viewers got it.
When Callie Khouri accepted her Academy Award in March 1992, she simply said, “For everybody that wanted to see a happy ending for Thelma and Louise, to me this is it.” But actually it's her and Amanda Temple's motto that still seems to say it all: “You get what you settle for.” Not on artistic, commercial, emotional, or sociopolitical grounds did Thelma & Louise settle. And that is why, in just two decades, it has become a classic.
FROM THE ARCHIVE
For these related stories, visit VF.COM/ARCHIVE
Geena Davis breaks out (by Kevin Sessums, September 1992)
Susan Sarandon's Ping-Pong haven (Christopher Bateman, October 2009)
Brad Pitt's first V.F. cover profile (by Johanna Schneller, February 1995)
