"I was dazed, confused and deafened by the boos," said Roger Ebert after 2006's festival premiere of the dystopian satire from 'Donnie Darko' director Richard Kelly, who'd turned down an 'X-Men' sequel before Hollywood turned on him. But, says Kevin Smith, "He [still] can be one of our greatest filmmakers."

On May 21, 2006, director Richard Kelly was standing on the red carpet outside the Grand Theatre Lumiere, ready to unleash his two-hour-and-40-minute postapocalyptic satire Southland Tales on a curious Cannes crowd. It was one of three American films competing for the Palme d'Or (along with Richard Linklater's Fast Food Nation and Sofia Coppola's Marie Antoinette).

Kelly knew his film wasn't finished and the visual effects were underwhelming. But the clock had run out, and no one turns down an in-competition invitation. "I wanted to go into Cannes and tell everyone that it was a work in progress," he recalls, "but I just remember a lot of people surrounding me saying, 'Don't say that. You don't tell anyone that.' "

The critics took a particularly merciless position toward the American crop that year. Marie Antoinette was roundly booed during its press screenings. Ron Howard's The Da Vinci Code, the opening night film, drew prolonged laughter, catcalls, whistles and hisses from the critics. But few films in Cannes history have received the amount of vitriol heaped on Southland, which opens with a nuclear attack in Texas and wraps with the world coming to an end thanks to a rift in the space-time continuum. The film is led by Dwayne Johnson as an action star having a schizophrenic meltdown and Sarah Michelle Gellar as a psychic ex-porn star bent on creating a reality TV show amid the chaos. A mishmash of pop culture influencers including Justin Timberlake, Amy Poehler, Kevin Smith, Bai Ling and Eli Roth also drop in.



2001's Donnie Darko achieved cult status and had major studios eager to work with Kelly, the indie film's wunderkind helmer.

Roger Ebert wrote: "I was dazed, confused, bewildered, bored, affronted and deafened by the boos all around me."

As Kelly posed on the carpet with stars Johnson and Gellar, while Marilyn Manson whisked by, he realized, "We were just walking into a shredder."

At the time, Kelly was 31 and one of the hottest talents in town after helming 2001's Donnie Darko, which launched Jake Gyllenhaal's career, and writing Tony Scott's 2005 bounty hunter drama Domino. Heavily courted by studios eager to work with the indie wunderkind, he turned down everything, including X-Men: The Last Stand.

"I've always just been so specific in what I do, and it's hard for me to go and take something, particularly a directing assignment, that just doesn't feel organic to the kinds of stories that I tell," Kelly says. "It's hard for me to kind of alter the fundamental DNA of who I am and the kinds of stories I want to tell."

Instead, he focused on Southland, a film he began writing as a response to the 9/11 terror attacks and the Bush administration's reaction. The Virginia native and USC grad had been living in Los Angeles since the mid-'90s and began processing his anxiety and frustration via the ambitious script. Southland started as Kelly's take on the encroaching madness of the war on terror, juxtaposed with the birth of trash culture and a news cycle in which wars in Afghanistan and Iraq competed for airtime with Kim Kardashian's sex tape.



THR's review described Southland as "a slow-paced, bloated and self-indulgent picture."

"My first impression of the script was, it was a political Pulp Fiction," says Smith. "It was brilliant and I thought it would win a screenplay Oscar. I was astounded that it was as deep as it was, as relevant at the time."

In 2005, producer Matthew Rhodes cobbled together Southland's $17.5 million budget, calling it "the most complex financial plan that I ever put together in my entire career." The participants included Universal, which took foreign rights, Wild Bunch, Inferno Distribution (now Lotus Entertainment) and the now-defunct Cherry Road Films. Seann William Scott was the first actor to enlist, followed by Johnson, a bold choice given that the future box-office star still was best known as wrestler "The Rock." Timberlake was brought in just to do voice­over work, but Kelly kept expanding his role, and the pop star was game. Everyone worked for scale.

Roth recalls learning that his character would be gunned down while defecating. "I was just happy to be a part of it," he says. "I remember showing up at this dirty location in Venice and sitting on this gross toilet. I was so freaked out that I had to disinfect it before I sat on it, but I got over my germophobia. Instead of reading a porn magazine, I saw a gardening magazine and thought that would be funnier, and Rich agreed. We did it in one take."

The film was shot in 29 days. Nearly all of the budget went into locations, with much of the project filmed in expensive beach communities — military tanks on the Santa Monica Pier, SWAT vehicles on the Venice boardwalk. Huge gun battles were staged in downtown Los Angeles. There's a sequence where Jon Lovitz and Cheri Oteri engage in a big bar brawl in Hermosa Beach. A military sniper waits in a parking structure, overlooking a densely populated beach community of bars and restaurants.

"When we fired off the weapon for part of the scene, I remember there was all these people playing volleyball on the beach, and it was so loud, the gun was so loud, even the fake rounds that were in it, the gun was just such a big beast of a cannon, it made this huge echo throughout the entire Hermosa boardwalk area. And the people playing volleyball just hit the ground because they thought a bomb had gone off," says Kelly.

Southland came into Cannes looking for a domestic distributor, a rarity for an American film in competition. The filmmakers didn't even have a publicist on the ground to work with the perplexed press. "This movie plays to a younger audience," says Rhodes. "I looked at the press sitting there and remember thinking, 'Are they really going to get this movie?' "



"I still don't know what that movie was about," Timberlake has said of the film, in which he played a drug-addled pilot. Kelly pre- choreographed Timberlake's song-and-dance routine to The Killers' "All These Things That I've Done" but didn't have the rights to the song. Fortunately, the band approved after seeing the footage.

Scott Shooman, a then-executive at Sony Pictures Worldwide Acquisitions Group who screened Southland in L.A. before the festival, got it. Despite the cataclysmic premiere, he bought the film for under $5 million before the festival wrapped. But it wasn't a fit for Sony Pictures Classics, and it wasn't really a Screen Gems movie either. So Sony took it to Samuel Goldwyn to handle the film's 2007 theatrical release.

"After Cannes, we were going to get only a tiny bit of money out of Sony to do the visual effects work that was necessary to finish it," says Kelly. "I literally had college interns working for free to help us."

Nearly 18 months after the festival, the movie limped into fewer than 50 theaters with almost no marketing budget. But the cast was passionate about promoting it. Johnson was set to host SNL the weekend that Southland opened. Gellar was booked on Letterman, Scott on Jimmy Kimmel. Then the WGA strike began, shutting down all of the talk shows, including SNL. "Nobody could promote the film," says Kelly. "It was heartbreaking." The film earned just $275,000 at the box office.

Still, Kelly remains sanguine about the Southland journey. "A lot of people forget that Donnie Darko was not a success out of the gate at all. It took at least three years for people to start calling it a cult hit," he says. "Southland Tales was a really aggressive, provocative film even for Cannes. I think a lot of people were just never going to accept the film for what it was."

But not every critic objected to Southland. In her dissenting New York Times review, Manohla Dargis wrote that the film "has more ideas, visual and intellectual, in a single scene than most American independent films have in their entirety ... [and] confirms that Mr. Kelly ... is one of the bright lights of his filmmaking generation."



Poehler and Wood Harris in the film. "I made a very conscious decision to find actors who I felt had been pigeonholed or put into a box and had undiscovered talents," Kelly said of his casting at the time.

Smith agrees. "He is insanely creative and is not unlike Christopher Nolan," he says. "But Nolan wound up in the Warner Bros. system where he got special handling, and he got a lot of money to make huge art films like Inception. Richard can be one of our greatest filmmakers. He is right now, but just a lot of people don't realize it. He's still a kid, and someone needs to Nolan that kid."

Others, like Manson, wouldn't change a thing about Southland. Roth says the first time he met Manson, the musician was most excited to discuss the movie and Roth's brief scene. "He watches it over and over," Roth says. "Manson knew every single detail."

Nevertheless, after Cannes 2006, Kelly's career cooled (he's directed just one film since, the Cameron Diaz starrer The Box). And more bad luck followed. After years of development, he was in preproduction on Amicus, a true-crime movie starring James Gandolfini, when the actor died suddenly in 2013. Now 41, Kelly is busy working on an original studio project that he declined to name as deals are still being finalized. As perhaps a small vindication, the world has somewhat melded with his dystopian vision of the future, one in which a reality TV presidential candidate inches toward the White House.

"With Donald Trump on the brink of capturing the Republican nomination and the absolute madness of this political campaign here in 2016, 2006 was much more chaste," he says. "I look at things that I see in the news today and I'm like, 'That's too crazy for Southland Tales.' "

***

The Brown Bunny (2003)

After Roger Ebert called it "the worst film in the history of Cannes," Vincent Gallo sliced 26 minutes before the film's August 2004 release. It grossed $336,301.

Grace of Monaco (2014)

Harvey Weinstein and director Olivier Dahan battled over final cut of this Nicole Kidman stinker. TWC later dumped it on Lifetime, where it premiered as a TV movie.

The Sea of Trees (2015)

Gus Van Sant's drama, in which Matthew McConaughey meanders around Japan's "Suicide Forest" pondering death, still doesn't have a U.S. release date.

This story first appeared in the May 13 issue of The Hollywood Reporter magazine. To receive the magazine, click here to subscribe.