Southland Tales is a 2006 dystopian black comedy thriller film written and directed by Richard Kelly. It features an ensemble cast that includes Dwayne Johnson, Seann William Scott, Sarah Michelle Gellar, Mandy Moore, and Justin Timberlake. An international co-production of the United States and Germany, the film is set in the then-near future of 2008, and is a portrait of Los Angeles, as well as a satiric commentary on the military–industrial complex and the infotainment industry. The title refers to the Southland, a name used by locals to refer to the Greater Los Angeles area. Original music was provided by Moby.

Southland Tales premiered at the 2006 Cannes Film Festival, and was released theatrically in the United States on November 14, 2007. The film polarised critics, who responded unfavourably to its running time and sprawling nature in spite of its "intriguing vision", and only made $374,743 during its international theatrical run. It has developed a cult following in subsequent years. Kelly has expressed interest in expanding the film into a franchise.

Plot On July 4, 2005, twin nuclear attacks destroy El Paso and Abilene, Texas. The catastrophic event triggers World War III, prompting the U.S. government to reinstate the draft and establish US-IDENT, a draconian mass surveillance agency. Amidst a global fuel crisis, the German company Treer creates "Fluid Karma," an inexhaustible energy generator driven by ocean currents. Treer's lead scientist, Baron Von Westphalen, secretly plans to use this technology for world domination.

In 2008 Los Angeles, right-wing action star Boxer Santaros awakens with amnesia. He forgets his marriage to Madeline Frost—daughter of Senator and Vice-Presidential candidate Bobby Frost—and starts an affair with psychic ex-porn star Krysta Now. Meanwhile, a Neo-Marxist underground plots to destabilize the government and US-IDENT. They coerce the amnesiac Boxer into participating in a staged police brutality incident. The plan involves identical twins: police officer Roland Taverner, whom they have kidnapped, and his brother Ronald. The Neo-Marxists intend to frame Ronald, dressed in his brother's uniform, for murdering two activists. However, a rogue cop interferes and actually murders the activists. Krysta accidentally leaks a video of the incident, sparking massive city-wide riots.

As Los Angeles descends into anarchy, the city's elite gather on Von Westphalen's Mega-Zeppelin to celebrate the global launch of Fluid Karma. Aboard the ship, scientists reveal to Boxer that Treer's experiments have created a rift in the space-time continuum. Boxer is actually his own future self, having traveled back in time, while his past self died. The scientists warn that if two identical souls make physical contact, it will trigger an apocalyptic cataclysm. Furthermore, Roland and Ronald are not twins, but the exact same person coexisting from different timelines.

On the ground, armed rioters storm US-IDENT headquarters. During the chaos, Roland and Ronald find each other and grasp hands. Their physical contact causes them, along with a nearby vehicle, to levitate as a massive time rift opens in the sky. Above them, an anti-draft insurgent fires a heat-seeking missile at the zeppelin, destroying it and killing Boxer and the elites aboard. As the cataclysm begins, Iraq War veteran Pilot Abilene narrates that a new age is dawning with Roland as its messiah, concluding with Boxer's earlier realization: "pimps don't commit suicide."

Cast Dwayne Johnson as Boxer Santaros, an amnesiac action star whose life crosses paths with Krysta Now. Santaros is married to Madeline Frost Santaros. Seann William Scott as Officer Roland Taverner / Private Ronald Taverner, identical twin brothers, one who is a kidnapped U.P.U.2 officer in Hermosa Beach, California, the other who is working for the neo-Marxist group who have told him he kidnapped and drugged his brother. Sarah Michelle Gellar as Krysta Now / Krysta Lynn Kapowski, an adult film star who is working on creating a reality show. Gellar met with Kelly and was drawn to the original ideas in his script for Southland Tales. Mandy Moore as Madeline Frost Santaros, Boxer Santaros' wife and daughter of Senator Bobby Frost. Nora Dunn as Cyndi Pinziki, a porn director and principal member of USIDeath, an organization with plans to destroy US-IDENT. Christopher Lambert as Walter Mung, an arms dealer who sells weapons inside an ice cream truck. John Larroquette as Vaughn Smallhouse, an advisor to Senator Bobby Frost. Bai Ling as Serpentine, the Baron's sultry girlfriend who is seen quite often throughout the film, serving as an ambiguous character that knows more than she lets on. Jon Lovitz as Bart Bookman, a violent police officer in love with Zora Carmichaels. Holmes Osborne as Senator Bobby Frost, the father of Madeline Frost Santaros and husband of Nana Mae Frost. Cheri Oteri as Zora Carmichaels, a Neo-Marxist and Bart Bookman's love interest. Amy Poehler as Veronica "Dream" Mung, a Neo-Marxist activist. Lou Taylor Pucci as Martin Kefauver, a young man who is drafted into military service for the Iraq War. Miranda Richardson as Nana Mae Frost, the ambitious antagonist of the film, Boxer's mother-in-law and the head of US-IDENT. Wallace Shawn as Baron von Westphalen, a villain who uses ocean waves to create a source of power. He is the great-grandson of Jenny von Westphalen. Kevin Smith as General Simon Theory, a legless Iraq War veteran who works for Baron von Westphalen. Justin Timberlake as Private Pilot Abilene, an Iraq War veteran. He narrates the film and also mimes a musical number.

Wood Harris appears as Neo-Marxist activist Dion Element. Zelda Rubinstein, Beth Grant, and Curtis Armstrong portray Dr. Katarina Kuntzler, Dr. Inga Von Westphalen and Dr. Soberin Exx, respectively, all being members of the baron's entourage. Will Sasso plays Fortunio Balducci, while Janeane Garofalo appears as Lieutenant-General Teena MacArthur, whose scenes only appear in the Cannes Cut. Eli Roth cameos as a man who is shot by US-IDENT while on the toilet.

Production Kelly wrote Southland Tales shortly before the September 11 attacks. The original script involved blackmail, a porn star, and two cops. After the attacks, Kelly revised the script. He said, "[The original script] was more about making fun of Hollywood. But now it's about, I hope, creating a piece of science fiction that's about a really important problem we're facing, about civil liberties and homeland security and needing to sustain both those things and balance them." He described the film as a "tapestry of ideas all related to some of the biggest issues that I think we're facing right now . . . alternative fuel or the increasing obsession with celebrity and how celebrity now intertwines with politics". With the film's premise of a nuclear attack on Texas, Kelly wanted to take a look at how the United States would respond and survive while constructing a "great black comedy."

Kelly's breakthrough film, Donnie Darko, was released in the United States on October 26, 2001, the same day the PATRIOT Act was signed. Two months before Southland Tales was released, he announced the launch of Darko Entertainment.

Kelly said: "[Southland Tales] will only be a musical in a post-modern sense of the word in that it is a hybrid of several genres. There will be some dancing and singing, but it will be incorporated into the story in very logical scenarios as well as fantasy dream environments." Kelly said the film's biggest influences are Kiss Me Deadly, Pulp Fiction, Brazil, and Dr. Strangelove. He called it a "strange hybrid of the sensibilities of Andy Warhol and Philip K. Dick". The film often references religious and literary works; a policeman says, "Flow my tears," in reference to a Philip K. Dick novel of that name. ("Taverner" is the name of the main character in the same book and suffers identity problems of his own.) Pilot Abilene (Justin Timberlake) quotes Biblical scripture from the Book of Revelation in narrating the film and allusion is made both to Robert Frost's The Road Not Taken, Stopping by Woods on a Snowy Evening and an altered version of T. S. Eliot's The Hollow Men.

Casting In March 2004, Kelly and Cherry Road Films began development of Southland Tales. Filmmakers entered negotiations with actors Seann William Scott, Sarah Michelle Gellar, Jason Lee, Janeane Garofalo, Tim Blake Nelson, Amy Poehler, Kevin Smith, and Ali Larter. Musician Moby was approached on composing and performing the film's score. Kelly met with Rick Moranis about playing Vaughn Smallhouse. Kelly consciously sought out actors that he felt had been pigeonholed and wanted to showcase their "undiscovered talents."

Filming Filming was slated to begin in July 2004, but after a year, it had not begun. Dwayne Johnson joined the cast in April 2005, and principal photography was slated to begin August 1, 2005, in Los Angeles. Filming began on August 15, 2005, with a budget of around US$15–17 million.

Post-production Kelly sent the organizers of the 2006 Cannes Film Festival a rough cut of Southland Tales on DVD assuming that it would not be accepted. Much to his surprise, they loved it and wanted the film entered in competition for the Palme d'Or. He stopped editing the film and was also unable to complete all of the visual effects in time for the screening. Kelly's film premiered at the Cannes Film Festival in May 2006 with a length of 160 minutes. Kelly describes the negative reaction at Cannes as a "very painful experience on a lot of levels" but ultimately felt that the film "was better off because of it". After the film's festival release, Southland Tales was purchased by Sony Pictures (via their label Destination Films) and Samuel Goldwyn Films, originally Sony Pictures Classics, Screen Gems and TriStar Pictures were up for US distribution rights.

Universal Studios had originally optioned the U.S. rights, but after the Cannes screening, it was sold to Sony, although Universal still retained studio credit only and some international distribution rights. Kelly sought more financing to finish visual effects for the film, and he negotiated a deal with Sony to cut down on the film's length in exchange for funds to complete the visual effects.

Kelly edited the film down to the basic storylines of the characters portrayed by Scott, Gellar, and Johnson. The director also sought to keep the musical number performed by Timberlake, based on "All These Things That I've Done" by The Killers which he felt was the heart and soul of the film. Editorial changes were made to restructure the order of the film's scenes, including re-recording all of Timberlake's voice-over. The director also added 90 new visual effects shots to the film and removed 20 to 25 minutes of footage from his initial cut.

Soundtrack

Southland Tales: Music from the Motion Picture is the original soundtrack of Richard Kelly's 2007 film Southland Tales..

"Wave of Mutilation" (UK surf version) by Pixies "Oh My Angel" by Bertha Tillman "Howl" (extended version) by Black Rebel Motorcycle Club "Look Back In" by Moby "Me & Bobby McGee" by Waylon Jennings "Chord Sounds" by Moby "Lucky Me" by Roger Webb "3 Steps" by Moby "Broken Hearted Savior" by Big Head Todd and the Monsters "Teen Horniness Is Not a Crime" by Sarah Michelle Gellar, Abbey McBride and ClarKent "Tiny Elephants" by Moby "Forget Myself" by Elbow "The Star-Spangled Banner" by Rebekah Del Rio & the Section Quartet "Three Days" (live version) by Jane's Addiction "Memory Gospel" by Moby