Southland Tales [Blu-ray]
Blu-ray A - America - Arrow Films
Review written by and copyright: Robert Segedy (19th April 2021).
The Film

"Southland Tales" (2006)

If there is a nostalgia inducing drug, then Richard Kelly is mainlining it. In 2001, Richard Kelly burst upon the scene with his debut film, Donnie Darko, a haunting tale about time travel, obsessions, depression, and a rift in the space time continuum. Fans immediately took notice and soon everyone was loving the film and it’s hip vibe. Fast forward to 2006 and Kelly was asked to unveil his latest film in a director’s cut version to the audience at the Cannes film festival. Quoting none other than Roger Ebert, film reviewer for The Chicago Tribune, said that the film was “the most disastrous Cannes press screening since, yes, The Brown Bunny” (2003, Vincent Gallo). Kelly’s film was regaled with loud boo’s and catcalls, but nonetheless the film secured a distribution deal with Universal Pictures and Cherry Road Films and was released in a shortened version to theatres. In researching some background on this film, I felt flabbergasted at the amount of promotional hype that preceded the film, these include a series of three 100-page graphic novels, an intricate website that would allow one to follow various plot threads and characters, and much more. Processing a simple film review started to become the size of a full novel with explanations regarding the multitude of characters, intricate plotlines, real and imaginary facts, literary references, and biblical passages. That said, I am not going to regurgitate various lengthy essays regarding Richard Kelly’s prophetic, apocalyptic, and visionary work. I will instead try to clarify what I believe that Kelly was attempting to demonstrate with this film and hopefully I can convince a few non-believers that Southland Tales is definitely a film that contains much more than the sum of its parts and is actually a groundbreaking exercise in producing breath taking cinema pushed beyond the very limits of its craft. Strap in and grab your bible because it is going to be a bumpy ride.

There are two versions of the film available for your viewing enjoyment: a theatrical version that runs 145 minutes, which has been extensively reedited, 90 new visual effects shots were added to the film and the director removed 20 to 25 minutes of footage from his initial cut. This was the version that was finally distributed to the country on November 14, 2007. On May 21, 2006, a director’s cut of the film premiered at the Cannes Film Festival; it was immediately regarded as a flop and the critics dismissed the film overall. This version is also included on a separate disc. Southland Tales grossed $275,380 in limited release at the North American box office against a production budget of $17 million dollars. There is speculation that the film was perhaps ahead of its time and that Kelly plans on relaunching the film as a long format streaming vehicle. That being said, the film is a bewildering package of prophetic revelations, tangled plot lines, idiosyncratic characters, and can be viewed numerous times without losing any of its impact.

First Chapter: “IV: Temptation Waits”:

The film is set in the near future time of 2008; however, it begins on July 4th, 2005 in a fictionalized United States; in two Texas towns, El Paso and Aibileen, both are destroyed in twin nuclear attacks. Thousands of citizens are killed which triggers a catastrophic World War III; by October 2005, the US is at war with Iran, Syria, Afghanistan, North Korea, and Iraq and the draft is reinstated. A blockade at the Strait of Hormuz restricts the incoming flow of oil to the States and it is deemed that an alternative fuel source is sought. The narrator of the film is Pilot Abilene, a soldier that was severely injured by a bout of friendly fire while stationed in Iraq. As a result of these attacks, the Republican party wins the November 2006 elections by a landslide and consequently the Republicans reinforce the extent of the Patriot Act; they create USIDent, a government think tank that monitors all of the internet. Does any of this sound familiar? Kelly was definitely in tune with some wavelength that colors all of Southland Tales. Various liberal extremist groups begin to appear including a group labelled Neo-Marxists. The approaching 2008 election is being manipulated by the Democrats (Clinton-Lieberman) and the Republicans (Elliot-Frost). The winning decision is balanced upon who is the winner of the electoral votes of the state of California. Enough of the political background, there are miles to go before you sleep. You might want to dig out your freshman English copy of Norton’s Introduction to Literature as well because Kelly likes to pepper his scripts with various literary allusions as well.

“This is the way the world ends,

This is the way the world ends,

This is the way the world ends,

Not with a whimper, but with a bang.” –Soldier Abilene (Justin Timberlake) quoting a bastardized version of T.S. Elliot’s “Hollow Men.”

In June 2008, Boxer Santaros (Dwayne Johnson) an action movie star with ties to the Republican Party, disappears from the desert while attending a celebrity scavenger hunt. Three days later he is discovered near Lake Mead awakening from a coma like state. The film properly begins with Santaros waking up on the beach near the Santa Monica pier. he large majority of the film takes place in Los Angeles, a film noir touchpoint. Throughout the film there will be many references to Robert Aldrich’s (1955) film version of the Mike Hammer novel, Kiss Me Deadly (1952), including characters named after characters in the film such as Dr. Soberin Exx (Curtis Armstrong). Pilot Abilene, who is the narrator of the film, likes to quote extensively from The Book of Revelations and the aforementioned Elliot poem.

We are shown the character of Nana Mae Frost (a heavily coiffed Miranda Richardson); she is the wife of Republican candidate Senator Bobby Frost (Holmes Osborne). I need to mention one of my theories regarding Kelly use of casting familiar faces from familiar series, however he recycles them, causing a feeling of déjà vu amongst viewers, so you are constantly saying “Who is that actor? What were they in before this?” Throughout this film there are many appearances of familiar faces from various comedy series, mostly Saturday Night Live: the director “consciously sought out actors that he felt had been pigeonholed and wanted to showcase their ‘undiscovered talents.’" (Angela Doland (May 21, 2006). "Southland Imagines L.A. Apocalypse". Washington Post.) Nana Mae Frost is shown cutting the ribbon at USIDent headquarters. Cut to Boxer getting into bed with Krysta Now (Sarah Michelle Gellar), a former porno star who hots a reality talk show. The duo have written a screenplay entitled “The Power,” whereas the end of the world is revealed. With the US running low on oil, the government representatives have made a deal with a renegade scientist named Baron Von Westphalen (Wallace Shawn sporting some outrageous costumes and a spit curl in the center of his forehead). The Baron heads up the Treer corporation; this is a reference to Marxism: Treer is a German defense contractor that employs Dr. Inga Von Westphalen, a zeppelin designer and the Baron's mother. The name Treer is a reference to Trier, Marx's birthplace. There are plenty of Marxist references used for those that are curious regarding that angle of the film. And why is this of interest? While researching this film I stumbled over an article that the political references actually were connected to the film’s biblical references, The Book of Revelation. Apparently academic scholars have sourced that Marx was influenced by the biblical chapter and that both sources site the overthrow of tyranny. I don’t know much about the politics of Karl Marx, but some sources have stated that Richard Kelly used The Book of Revelation as a sort of springboard as he laid the plot out. As many of you, no doubt, have figured out that madman Charlie Manson also sought biblical influence in his Helter Skelter plot to overthrow the white man’s government.

The Baron Von Westphalen had developed an alternative energy producing machine which utilizes the power of the incoming ocean tides to produce an electromagnetic energy field called fluid karma that works by “quantum entanglement.” Yes, just shrug that off and go with it. The Baron is surrounded by a bizarre entourage of hanger on’s that includes Serpentine (Bai Ling), the Baron’s mother, Dr. Inga Von Westphalen (Beth Grant), Dr. Katrina Kuntzler (yes, that is exactly who you think it is: Zelda Rubenstein using that same exact manner of speaking that she used to grate on everyone’s nerves in Poltergeist, Tobe Hooper, 1982), and Dr. Soberin Exx (Curtis Armstrong). These folks are all clad in some extravagant costumes as if they just finished up a performance in some absurdist circus of the damned. I reckon that we are to be in awe of these folks and their other worldly accomplishments. By the way, fluid karma is also a drug that is injected into the bloodstream via a hydraulic syringe with a mule kick potency and is favored by Pilot Abilene and other cast members. And so, we return to the main players: at a beachside restaurant, Krysta Now has lunch with a porn producer named Cyndi Pinziki (Nora Dunn) who secretly has ties to the Neo-Marxist people. Krysta is a true renaissance woman as it is revealed that in addition to her reality show, she is launching a real good energy drink, has produced a smash album with a hit single entitled “Teen Horniness is Not a Crime” and reveals that she is sleeping with Boxer Santaros as well. Shades of Brittany Spears! Cindi “No one rocks the cock like” Pinziki is scheming to reveal this last bit of information in order to blackmail Boxer by his own father-in-law. Things are certainly starting to gel together and so far, it is clear as mud. We switch gears to catch up with Zora Carmichaels (Cheri Oteri), another member of the Neo-Marxist’s, who is purchasing blank bullets from Walter Mung (Christopher Lambert) who works out of a converted ice cream truck that is filled with various weapons. Back at their Venice Beach headquarters, we are introduced to the other members: Veronica “Dream: Mung (Amy Poehler), Dion Element (Wood Harris) and we get our first look at the third member of our power trio, Ronald Taverner (Seann William Scott) who has an identical racist cop twin brother named Roland Taverner. While checking out his reflection in the mirror, Ronald notices that there is a 60 second delay from his reflection. Shades of Harpo Marx and his mirror routine in Horse Feathers (1932, Norman Macleod)! Was Harpo so ahead of his time that he was channeling Richard Kelly? I’m not sure about that one either.

Roland Taverner is assigned duty: he is to take the place of his identical twin and accompany Boxer as he rides along on patrol with the cop doing research for his upcoming film role. With the assistance of Dion and Dream, Roland will help stage a fake double murder that will be filmed by Boxer and then in turn be used to incriminate Boxer and ultimately help destroy the Republican party. Isn’t that simple? Of course, nothing goes as planned. Ronald (actually Roland) arrives at the home of Fortunio Balducci (Will Sasso, soon to portray Curly in The Three Stooges (Bobby and Peter Farrelly, 2012), Balducci is a film producer, and he is scheduled to meet with Now and Boxer to get a handle on the screenplay. In said screenplay Boxer is to portray a paranoid and Schizophrenic cop named “Jericho Kane” (Arnold Schwarzenegger’s character’s name in The End of Days, 1999, Peter Hymans). Funny how many of these characters all have so many shadows and alternate identities; it is like those Russian dolls that fit one inside of the other. “It is a riddle, wrapped in a mystery, inside an enigma.” Winston Churchill, 1939.

So as Boxer and the faux cop make small talk, we come upon this small piece of conversation that may or may not be the key to the entire screenplay and this film. Boxer tells Ronald that in the screenplay is a plot involving a newborn infant that does not produce a bowel movement, but if he farts, he produces earthquakes. Boxer states that the infant is special and that he produces energy in a unique manner. In Revelation 11, two witnesses appear in Jerusalem to speak out against the sins of mankind, and they are eventually killed by those who are tormented by the prophecies. I realize that this seems like a lot of smoke and mirrors, but this information was revealed in the graphic novel that was published in conjunction with the film.

Returning to the current scene in the film, we are presented with an evil cop named Bart Bookman (Jon Lovitz) sporting a head of dyed blonde hair. Bookman refuses to leave the scene and insists on helping out. Encountering the newly married couple of Dream and Dion staging a false domestic disturbance, which leads to Bookman killing both of the Neo-Marxist’s while Boxer films the bloody aftermath. The squibs with the fake blood both go off after the actual murder which simply means more grist for the mill. Boxer and the fake cop split and take it on the run. I am going to skip ahead a bit here because Kelly has added more non-essential personalities to his already crowded screenplay. There is an invasion of US-IDENT and a bunch of folks get shot and if you blink, you’ll miss an uncredited Hostel (2005) director Eli Roth as he is blasted while sitting on the john. Roland, who was being held captive, has come to, and now sees everything animated ala A Scanner Darkly (2006, Richard Linklater). Roland escapes to the roof and jumps into an open dumpster.

Somewhat back to reality, Boxer and Ronald are having lunch at a Santa Monica restaurant; they are discussing Boxer’s upcoming film and during the discussion, Boxer has a great line of dialogue: Boxer asks Ronald “if he ever feels like there are a thousand people inside of him?” Boxer then adds that the reason that they don’t rebel and fight each other is because of “memory gospel.” Insert a Moby reference here. Please insert more nameless people in some scenes that don’t really matter here and then we see Boxer giving Serpentine the eyeball and he follows her into a small bookstore called “Small World Bookstore.” Ugh, the laughs keep on coming! Richard Kelly is really outdoing himself here. Please bear with me as we attempt to make sense out of this Gordian Knot of a screenplay.

Inside the bookstore, Boxer is led to the entourage of Baron Von Westphalen consisting of Inga Von Westphalen and the wee sized Dr. Katarina Kuntzler who speaks in that annoying manner. Inga communicates that no matter what happens, it is not Boxer’s fault. Inga also relays that they have read the script to Boxer’s screenplay and Serpentine calmly tells Boxer that the “future is just like you imagined.” Inga chimes in with “This is the way the world ends….not with a whimper, with a bang.” Yes, I can hear your hysterical laughing in the distance.

Second Chapter: “V, Memory Gospel”:

Starla Von Luft (Michelle Durrett), a double crossing USIDent employee, is reading a copy of Boxer’s screenplay “The Power” while at work. We are told that Starla is head over heels in love with Boxer and in a delusional fit she assumes the role of Dr. Muriel Fox, a character from the screenplay. While at the murder sight, Boxer receives a phone call from Fox who tells Boxer that Vaughn Smallhouse (John Larroquette) wants him to call him. Smallhouse, who is an aid to Frost, takes the call and sends a car to pick up Boxer and delivers him to the Frost mansion. There is some scenes involving Ronald/Roland, but they are hardly worth mentioning here. Boxer arrives at the Frost mansion and there meets his real wife, Madeline Frost (Mandy Moore); Boxer, though being an amnesia victim nonetheless recognizes his wife. Mrs. Frost is non too excited to see Boxer and demands an explanation regarding his unplanned disappearance.

We cut to the Neo-Marxist headquarters where we find Zora Carmichaels and Bart Buchman are in a lovers clinch. It is revealed that the duo planned the assassination of Dion and Dream. Krysta Now arrives at the Frost Mansion and has an exchange with Boxer’s wife. The Baron makes an appearance and reveals that he has been paying Krysta to distract Boxer and he inadvertently reveals that Madeline has been impregnated by Brandt Huntington (Joe Campana), one of Frost’s assistants. This, in reality means little in the bigger picture of things and is merely another throw away ingredient in Kelly’s overwrought stew.

Boxer again receives yet another phone call from Starla telling him to head to the Santa Monica pier; he makes miles in an exact replica to the convertible that was used in Kiss Me Deadly. The Baron makes a call to Simon Theory (a heavily disguised Kevin Smith doing his best Orson Welles impression) and instructs him “to remove the body from Utopia Three.” “Huh”, I exclaim, as by this point, I feel completely overwhelmed and really do not care how or why the world ends. I chalk this up as another obscure film reference that only Kelly and possibly another fanboy would understand.

Through a voiceover we learn that the Pilot Abilene was secretly injected with fluid karma in part of a series of experiments carried out on the soldiers in Iraq. Wait, wasn’t that the original plot of how Captain America was created? What follows is a scene where the prime minister of Japan, Hideo Takahashi, is deceived by the Baron and has his left hand amputated by Serpentine. Yes, I know, again, a somewhat unnecessary plot point, but we trudge onwards.

Back in the streets of LA, Martin Kefauver (Lou Pucci), a poser dressed in what is to be considered hip hop wear meets Pilot Abilene in a convenience store, called “Fire Arcade” (get it?), and Abilene exchanges pot for fluid karma. Abilene injects himself in the neck, passes out and collapses in a heap, and then we see Abilene, in a dream sequence where various Marilyn Monroe lookalikes do a dance routine, while the Pilot lip synchs The Killers’ song, “All These Things That I've Done.” And I tell you, this is the highlight of the film so far and that isn’t saying much.

“Anyone who knows anything of history knows that great social changes are impossible without feminine upheaval.”

Third Section: “VI: Wave of Mutilation”

With The Pixies blasting on the soundtrack, we are given a moment of absolution from the nodded-out tunes of Moby, and the action resumes. We learn that July 4th is to be the launch date for the Treer mega-zeppelin named the “Jenny Von Westphalen”(recall that there is an energy shortage hence the implications of using an outdated mode of transportation). Krysta Now, in search of street drugs, stops by Zora’s place to make a buy when she notices a tape on the chair nearby. Thinking that it is an illegal copy of her and Boxer’s sex tape, she unwittingly swipes the tape that features the murder of Dream and Dion. Officer Ronald is on patrol and walks up on Martin Kefauver as he is about to commit suicide with a pistol. Kefauver has learned that his number has come up and that he is to be drafted and sent to Iraq. Ronald talks Kefauver out of doing the drastic deed and then tells him that they should just take off for Mexico. Hey, I am ready to roll anytime, says this reviewer. Cindy, who is Deep Throat II, a blackmailer, meets Vaughn Smallhouse at a restaurant to exchange the sex tape of Boxer and Krysta Now. Cindy is no dope and tells Smallhouse that she has multiple copies of the tape and proceeds to zap Smallhouse in the testicles repeatedly. This is slightly amusing.

Boxer, who is like a busy chess piece, appears at the Santa Monica pier to meet with Starla Von Luft. She reveals that Boxer must get aboard the mega-zeppelin and that the thing he is seeking is in the Baron’s secret chamber. She then pulls out a revolver and threatens to snuff herself unless she can fellate Boxer. Pilot Abilene, who is always watching from his watch tower, takes aim and shoots Starla in the head. Thank goodness, I sigh. Another small piece of the puzzle removed.

Krysta with her sex positive entourage are at the beach and she makes the decision to make the so thought sex tape public by placing it in a Neo-Marxist drop box. Krysta is being pursued by Zora and Bart who have figured out that she has the murder tape in her possession. Nana Mae Frost is busy monitoring the scene from her post at USIDent and she dispatches some muscle to eradicate Zora and Bart. There’s two more unnecessary elements removed.

Boxer meets up with pal Fortunio at the beach, but it is revealed that Fortunio is also a pawn of the Baron’s. A couple of goons that hang out with Fortunio, including an all-tattooed muscle head sporting a red, white, and blue mohawk (shades of the Promise Keepers guise), pounce on Boxer, injecting him with fluid karma. He comes to in bed in his apartment and Madeline tells him that he was talking in his sleep. Boxer says, “It all ends tonight.” This causes me to applaud loudly.

LA has gone buck wild with violent outbreaks in the streets. The Republicans are hardy at partying aboard the Mega-Zeppelin. Meanwhile we follow along with Boxer as he secretly makes his way to the Baron’s private chamber. Entering the chamber, Boxer confronts Simon Theory; he is told by the geezer Theory that his screenplay is correct. As a result, one of Baron’s Utopia projects is coming into play thus causing the end of the world; it is revealed that the Earth’s rotation is slowing down and that there is a rift in the space-time continuum located at Lake Mead. Cut to the chase: what this ultimately means is that when the Baron discovered this rift, the Baron decided that the first human to travel through the rift would be a movie star (Huh? Why?) and that lucky individual was Boxer Santaros. So, Roland Taverner is hired to kidnap Boxer and drive him through the time rift. PAY ATTENTION HERE: Boxer is thus duplicated afterwards, and the duplicate traveled back through time 69 minutes while the other one is killed in a fiery explosion. Ronald and Roland Taverner are also revealed not to be twins, but copies of one and the same. DO YOU FOLLOW THIS?? Therefore, if the two Taverners were to come into contact with one another, the fourth dimension would implode and the world as we know it would cease to exist. Whew!

Back to the present: Ronald and Martin Kefauver try to extract all of Kefauver’s money from a bank machine and when that fails, they rip the ATM from the wall and keep on trucking, baby! The Hummer collides with an ice cream truck that contains Roland. A shootout ensues and Walter Mung is killed (who cares?) and Ronald is shot in the eye but survives. Roland and Ronald are reunited at last; as they clasp glowing hands, the ice cream truck begins to levitate into the night sky with Kefauver straddling on top. Fortunio and his proud boys want to be’s break into USIDent and kill everyone in sight, including Nana Mae Frost. I am weeping copious tears at the loss.

Back on board the zeppelin, it is time for a dance routine between Krysta Now and Boxer and Madeline; why? Answer: Just Because. Boxer pulls out a gun and threatens to kill himself unless everyone abandons the mega-zeppelin. Outside, in a serious rip off of the ending of Repo Man (1984, Alex Cox), the ice cream truck levitates skyward. Kefauver launches a heavy-duty bazooka at the mega-zeppelin and prior to the vast explosion, Boxer, extends his arms in an imitation of Christ, and the tattoo of Jesus on the back of his neck mysteriously starts to bleed. This is all in complete agreement to the graphic novels that Kevin Kelly has created. The mega-zeppelin explodes killing all of it’s passengers and bits of space junk fall to the earth. Inside the ice cream truck, we witness the two Taverners in a moment of sensibility as one repeats “Friendly Fire” while the clone says, “I forgive you.” On the soundtrack we hear Pilot Abilene says “Revelation 21: And God wiped away the tears from his eyes so the new Messiah could see into the new Jerusalem, his name was Officer Roland Taverner from Hermosa Beach, California. His is a pimp and pimps don’t commit suicide.” Please sweet Jesus, Roll the Credits!


Arrow Films have done a commendable job in this new 2K restoration approved by director Richard Kelly and his director of photography Steven Poster; the high-definition Blu-ray (1080p) transfer is essentially the only way to see the film in all of it’s Gordian Knot glory. I watched the Cannes 158-minute cut and was impressed.


The film is presented in DTS-HD Master Audio 5.1 and DTS-HD Master Audio 2.0 stereo; the sound mix is relatively enjoyable, and all dialogue was clear and distortion free. Sound effects are vibrant and clear. The soundtrack utilizing Moby’s score is okay (I am not a fan).


Fanboy Alert! For those devoted fans of the film, this is why you fork over the extra dough! Arrow comes through in the clutch with plenty to offer inquisitive viewers:

Full list of Special Features:

• Audio commentary on the theatrical cut by Richard Kelly: relatively laid-back commentary regarding the film and the director’s experience while directing the film (145 minutes).
• It’s a Madcap World: The Making of an Unfinished Film, a new in-depth retrospective documentary on the film, featuring contributions by Richard Kelly and members of the original crew: (3 segments, Through the Looking Glass (18:25), This is the Way the World Ends (21:15), Have a Nice Apocalypse (10:36).
• USIDent TV: Surveilling the Southland, an archival featurette on the making of the film, featuring interviews with the cast and crew: (33:37).
• This is the Way the World Ends, an archival animated short set in the Southland Tales universe: (9:01). Theatrical trailer (2:30).
• Image gallery (lots of stills made during the production, fast forward does not work).


• Reversible sleeve featuring original and newly commissioned artwork by Jacey.
• Limited edition collector’s booklet featuring new writing by Peter Tonguette and Simon Ward.


Truly little of what you have just watched or read had made much sense. Backstory is everything. In a Richard Kelly film, it is necessary to have a copy of Cliffs Notes handy, as well as a Bible and a copy of Norton’s Anthology of American Literature. I owe a huge debt of recognition to Thomas Roger’s insightful article on for his analysis of Southland Tales.

The Film: A Video: A Audio: A Overall: A


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