Malick says that the new, 188-minute edit of his 2011 drama starring Brad Pitt is another version altogether.

Criterion technical director Lee Kline is used to working with filmmakers to polish alternate versions of their movies. Previously, one of his biggest projects was the Criterion release of Terrence Malick’s “The New World,” a 172-minute director’s cut that Malick always preferred to the 135-minute version New Line Cinema released in 2005.

However, what Malick had in mind for “The Tree of Life” was something unlike anything Criterion had done before. According to Kline, the extended, 188-minute version of “The Tree of Life” that will premiere at the Venice Film Festival next week isn’t just 49 minutes longer; Malick created something new.

“Unlike with ‘New World,’ [the version of ‘The Tree of Life’] that premiered in 2011 at Cannes [was] definitely the definitive version of the film he wanted to make,” said Kline. “What’s interesting talking to Terry about this [new version of ‘Tree of Life’], I think he still doesn’t want people to think this is a better version. This is another version.”

The project began a few years ago with a chat at Cannes Film Market, when Malick said he’d be interested in doing something different with “The Tree of Life” for DVD and Blu-Ray; he had an enormous amount of footage he never used. Intrigued, Criterion made sure the film was part of their deal with Fox.

Kline said the filmmaker originally planned to use that material to develop a new storyline. “Terry likes to tinker and he likes to change things around,” said Kline. “He said that, ‘No one asked Bob Dylan to play a song the same way every night. Why should I have to make one film?'”

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Malick was also intrigued by the seamless branching technology in DVD and Blu-Ray players. Traditionally, these are used to allow different versions of the same movie to be stored and played on a single disc. (R-rated vs. NC-17, different ending, added scenes, etc.) With seamless branching, the disc’s metadata instructs the player which scenes to play and in which order. Malick thought the technology could be used for other purposes.

“The idea was to take the additional footage and have it play randomly in different ways to create different storylines,” said Kline. “I’ve heard it tossed around many different ways. One way, it would be random and [it] would never play the same. There’d be so many permutations of it you wouldn’t get the same story over and over. It would be interesting to continue to watch it.”

Malick spent hours with the technicians at Criterion’s DVD authoring house, trying to hash out how to make it work. Ultimately, both Malick and Criterion came to the conclusion it would be risky to rely on the technology because they couldn’t predict what kind of experience people would have on different players. They settled on creating one new version of the film, which became the biggest project Criterion had ever done.

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“We had two hours and change of the movie already created, but the timeline of the new version wasn’t the same,” said Kline, who took the credit of post-production supervisor on the film. “The footage for the film wasn’t scanned. The color wasn’t done and the sound wasn’t done. So, in order to make a cut of this new version that played, you had to do all those things and it was one of the most difficult things I’ve worked on, just because I don’t really make new movies and that was pretty much what we did.”

Fortunately, all the music Malick used and the new actors who appear in the new version were cleared back in 2011. The film’s original sound editor, Joel Dougherty, returned to work on a soundstage adding new foley and sound effects. He also created a new multi-track mix for the entire film that incorporated the new and old material. Once cinematographer Emmanuel Lubezki got in the room with the colorist, Lubezki decided he would need to color grade the entire film, not just the additional 50 minutes.

The most labor intensive and expensive part of the process was finding and scanning the negative. Editor A.J. Edwards and Malick worked from the original Avid sessions and low-res files for many months. As their cut approached picture lock, Criterion worked with first assistant editor Kelsey Hockmuller, who also served as a (uncredited) post-production coordinator, to find the matching 35mm negative reels so they could scan it into 4K digital files.

“I wish I had the total number, but the amount of footage that was shot for the movie was insane,” said Kline. “There were pallets and pallets and pallets of footage in a warehouse in Valencia, Calif. where all the footage was put after the movie wrapped. Some of it was put away well, some of it wasn’t, so sometimes it took multiple tries to find the footage. It was in a box, it was on a reel, a shot that was at the end of a reel. It was like looking for a needle in a haystack, and it took months.”

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The first time he cut “The Tree of Life,” Malick created one reel that contained much of his favorite footage and he used it throughout the movie. He wanted to rely on that reel again for the new version; the problem was, no one could find it.

“We really looked everywhere,” said Kline. “I said to Terry, ‘Now we have to make a plan that we might not be able to use that footage and we have to come up with another idea.’ He said, ‘Oh no, I can’t do that.’ And he really stuck to it.”

They sent Hockmuller back to California for one last search, and she found it in the first hour. And then, the scanning began.

“Once we isolated the box and the reel that you needed, the scanning people had to match the shot to the Avid footage and make sure they got the heads and tails of each shot,” said Kline. “So the scanning part alone was its own, breathing thing. We actually enlisted somebody full-time scanning for almost a month.”

Like all Malick movies, this one struggled to find its end point; Kline admits that Criterion, who funded the creation and restoration, went over budget. The Blu-Ray and DVD, which includes restored versions of both the original 139-minute and new 188-minute versions, will be released September 11. Whether there will be theatrical screenings of the new version beyond Venice is an open question.

Criterion

“You know, like any of Malick’s films, seeing it on the big screen in 4K would be pretty fantastic,” said Kline. “Whether it comes to fruition is entirely another matter because of some things surrounding the ownership of the movie. Stay tuned is all I can say, ’cause I really don’t know the answer at this point.”

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