Editor’s Note: Are movies that get written off as, say, being among the most reviled films ever made worth revisiting? Freeline Media critic Milan Paurich looks back at a movie that was a massive bomb; can it find a new, appreciative audience today? Read on!

By Milan Paurich

Los Angeles, 1969.

Hollywood was already beginning to look like the ghost of itself when Michael Sarne arrived to direct Myra Breckinridge. The old studio system was collapsing, the sexual revolution had blown open the culture, and the city that had spent half a century manufacturing fantasies about itself was suddenly having trouble distinguishing fantasy from nightmare. Then came the Manson murders, and the atmosphere changed almost overnight. Sarne’s movie, conceived as a demented assault on Hollywood, was about to be made in a city that had acquired an altogether more sinister delirium of its own.

There’s a small chronological qualification to that eerie picture. Production didn’t actually commence until September ’69. But Sarne had spent the summer in Los Angeles anxiously waiting for Fox to give him a green light, and the film’s production was inseparable from the town’s newly charged atmosphere. In the meantime, he’d been watching the entire cultural landscape shift beneath his feet. By the time Fox finally announced a September 15 start date, the Hollywood into which he was about to shoot Myra wasn’t quite the town that existed when he got the gig. That distinction only makes the movie’s peculiar aura more pronounced.

Myra Breckinridge was conceived amid the exuberance of the late ’60s, and shot in the immediate aftermath of one of the darkest shocks ever to hit Hollywood. It’s a film about sex, violence, fantasy, celebrity and the collapse of social restraints made in a city suddenly confronting the terrifying possibility that its fantasies of liberation had cast a monstrous shadow.

I love this movie. Not despite all that, but because of it.

I love its vulgarity, its bad taste, its lunacy, and its  spectacular lack of proportion.

I love the moments when Michael Sarne seems to have completely lost control, and the moments when you suddenly realize that losing control was precisely what he intended.

I love the sight of Mae West, John Huston, John Carradine, Andy Devine and Jim Backus sharing a universe with Raquel Welch, Rex Reed, Farrah Fawcett, Tom Selleck and Roger Herren.

I love the old Fox film clips that keep erupting into the movie like mischievous ghosts.

I love the fact that a major studio actually made this thing.

And I love that it’s impossible to imagine anyone making it today — or, frankly, anyone in  1970 Hollywood quite knowing what to do with it.

The premise alone sounds like a dare. Gore Vidal’s 1968 novel begins with Myron Breckinridge, a sexually obsessed film fanatic who, after undergoing gender reassignment surgery, arrives in Hollywood as Myra, determined to claim her inheritance and, more importantly, conduct a kind of private war against the sexual and cultural order. (Raquel Welch and Rex Reed play Myra and Myron.)

Myra promptly installs herself at the acting school operated by her uncle Buck Loner (John Huston) where she proceeds to manipulate, seduce and torment the students according to her own revolutionary curriculum. Farrah Fawcett is Mary Ann, the wholesome aspiring actress who becomes one of Myra’s targets, and Roger Herren plays Rusty, the impossibly handsome young actor whose fate becomes Sarne’s most notorious provocation.

It’s tempting to call Myra Breckinridge a movie that went wrong. That’s true, but insufficient. What’s fascinating is how perfectly its “wrongness” belongs to its moment. Fox had paid a substantial sum for Vidal’s notorious bestseller. The novel was practically begging to be made into something outrageous, yet the studio’s initial attempts at finding the right director had already demonstrated the problem.

Vidal wanted Mike Nichols, and Nichols had initially expressed interested in the project. Instead, the studio eventually decided upon Michael Sarne whose only previous feature had been 1968’s Joanna. Vidal suitably horrified. In retrospect, the decision looks less like a faux pas than an extraordinary act of corporate wishful thinking. Fox wanted a hip young director who understood the new culture, and Sarne looked hip. He had long hair, wore love beads and had made a film about Swinging London. What could possibly go wrong? Well, pretty much everything. (Joanna is really quite lovely, though.)

That’s what makes Sarne’s hiring so interesting. Joanna isn’t a crude rehearsal for Myra, it’s a dreamy, stylish, highly mannered art movie about fashion, sexuality, fantasy and alienation that has a genuine visual grace. Its success gave Sarne enough credibility to be considered a hot young director. Fox saw him as a man of the moment.

And there’s the joke.

Fox hired Sarne because he’d made Joanna, then gave him Myra Breckinridge. It was like hiring a man because he knows how to juggle and then handing him a chainsaw.

The production assembled one of the most gloriously eclectic casts in the annals of Tinseltown. Welch was the glamorous contemporary star, but surrounding her was a living museum of Old Hollywood. Mae West,  76 years old and returning to the screen after a decades-long absence, plays Leticia Van Allen, a predatory casting agent who presides over a stable of young men with the amused entitlement of somebody who invented sexual innuendo before most of her costars were born.

John Huston, the director of The Maltese Falcon, The Treasure of the Sierra Madre and The African Queen (among countless other classics), plays Buck as though a character from the classical studio era had wandered into a psychedelic sex comedy and decided to stay for lunch.

Jim Backus, Andy Devine and John Carradine bring additional layers of Hollywood antiquity. Britain’s Calvin Lockhart — who previously teamed with Sarne for Joanna — brought another kind of star presence. Roger C. Carmel, George Furth and a gallery of oddball character actors make the acting school seem less like an academy than a vaudeville troupe whose members have been locked inside an asylum.

And then, suddenly, there’s the future.

Fawcett was still an unknown, years away from Charlie’s Angels; Selleck is barely recognizable as one of Leticia’s studs; and Roger Herren is shockingly good in a part that requires him to embody the very thing Myra has declared war upon: the beautiful, confident, conventionally masculine young American male. Herren has a kind of guileless physicality that makes him more than a piece of beefcake. He’s the human embodiment of the old Hollywood fantasy of virility, and Sarne proceeds to dismantle that fantasy with an almost sadistic glee.

Herren’s subsequent disappearance is one of the film’s saddest footnotes. He gave a memorable performance then promptly vanished. Sarne’s own career would suffer a similar fate. There’s something almost perversely appropriate about that. Myra Breckinridge is a movie about Hollywood eating its young, and two of its most conspicuous young talents were swallowed by it.

The film’s greatest running joke, however, may be its use of old Hollywood itself. Sarne had raided the Fox vault and keeps interrupting his own movie with fragments of the studio’s past. Shirley Temple, Laurel and Hardy, Carmen Miranda, Judy Garland, Tyrone Power and others appear in archival footage, usually in contexts that radically alter the meaning of their words or gestures. Shirley Temple’s Stowaway provides the opening and closing scenes; the sweetly reassuring You Gotta Smile is transformed into a grotesquely ironic frame for everything that’s happened in between. This wasn’t merely a cute experimental device, it was an act of cinematic vandalism. Sarne took the studio’s own mythology and made it talk dirty.

Dialogue that had once seemed innocent becomes obscene when juxtaposed with Myra’s outrageous behavior. Wholesome screen romance suddenly acquires a sexual undertone. The old stars become unwitting participants in Sarne’s satire. Hollywood is being forced to comment upon itself, using its own archives as ammunition. No wonder some people were furious. Loretta Young threatened legal action over the use of her image, and even the White House protested the appearance of an ambassador in one of the clips.

But the most notorious use of the device comes during Myra’s assault on Rusty. Sarne intercuts the sexual violence with clips from the old movies, producing a collision between the squeaky-clean grammar of Golden Age Hollywood and the brutal sexual politics of the new era. It’s an appalling scene, deliberately so. Whether you find it funny, grotesque, offensive or simply indefensible depends largely on your tolerance for Sarne’s particular brand of provocation. But it’s impossible to dismiss the scene as accidental. The juxtaposition is the point. The old Hollywood fantasy of masculinity is literally being subjected to a hostile takeover.

A mere five years after The Sound of Music saved Fox from Cleopatra-induced bankruptcy, two  X-rated attacks on Hollywood decorum (Myra Breckinridge and Russ Meyer’s Beyond the Valley of the Dolls) would become the studio’s two biggest summer releases. The irony is that Beyond would eventually be embraced as a camp classic while Myra would forever remain the ugly ducking.

Which is tremendously unfair. If Meyer’s film knew exactly what it was (a nudie put-on), Myra seems to be figuring it out while the cameras were rolling. That’s part of its charm.

The movie’s tortured production history makes the finished product seem almost inevitable.

Sarne was confounded by the nuts and bolts of studio filmmaking; Fox was apoplectic; Vidal hated the direction the project was taking; Mae West had her own ideas about what her comeback vehicle should look like; and Welch was determined to prove she was a serious actress rather than a mere sex symbol.

Sarne reportedly  spent enormous amounts of time contemplating his next shot while the crew waited. And waited. The film’s very production seems to have been built around collisions of ego, generational and aesthetic philosophy. And looming over everything was post-Manson L.A. That’s the detail I find hardest to shake.

Sarne had spent the summer of ’69 in Hollywood while his picture sat in limbo. The murders of Sharon Tate and others in August transformed the atmosphere around the people who lived there. When production finally began, the countercultural fantasy that had seemed so glamorous only months earlier had acquired a sinister new context.

The movie itself wasn’t “about” Manson per se. But the coincidental timing gives Myra an eerie historical resonance. Here’s a film obsessed with the collapse of conventional morality, sexual liberation, celebrity culture, violence and the disintegration of Hollywood’s old certainties being made in Los Angeles just after the city had suffered an event that made those very subjects feel suddenly less like fashionable abstractions and more like terrifying possibilities.

The old movie clips become even more haunting in that context. They represent a world in which Hollywood could still pretend to control its fantasies. The studio made the stars, manufactured the romances, supplied the morals and told the audience what everything meant. Sarne’s Hollywood has no such confidence. It’s fragmented, sexualized, cynical and unstable. The snippets from vintage films keep appearing, but they no longer control the meaning of their own images. The ghosts have left the house and Sarne is gleefully redecorating it.

That’s why I don’t want to make the conventional argument that Myra Breckinridge is “so bad it’s good.”

It’s fascinating precisely because it’s a movie with an aesthetic personality so strong that even its failures become expressive. Sarne’s editing can be clumsy; his tone can be all over the map; and the screenplay at times seems like three different people were fighting over the same typewriter. But it never feels anonymous. You always know that somebody with a very peculiar imagination is behind the camera. Welch also deserved more credit for her performance than she received at the time.

Myra isn’t supposed to be a plausible woman in the conventional sense. She’s a fantasy of femininity constructed by a film obsessed with the machinery of fantasy. Welch plays her as an icon rather than a naturalistic character: the clothes, the posture, the voice, the stare, Myra’s absolute conviction that she’s returned to Hollywood not to participate in its rules but to rewrite them.

And who better to play opposite her than Mae West?

West had been absent from the screen since 1943. Suddenly she’s back and  trading innuendoes with a generation who thought they’d personally discovered sex.  Leticia is almost a historical joke. West spent decades being Hollywood’s notorious sexual outlaw, and now she found herself in a world where the outlaws have multiplied and become considerably stranger. Her presence gives Myra something no other actor could provide:  memory.

John Huston provides it, too. So do Carradine, Devine and Backus. They aren’t merely supporting players, they’re pieces of Hollywood’s unconscious. Sarne keeps putting the old and new generations into the same frame to watch the sparks fly.

That makes the casting of Fawcett and Selleck especially prescient in hindsight. They’re two people who would soon become icons of the mass-market entertainment industry, appearing in one of the most anti-establishment studio pictures imaginable. Hollywood’s future is already standing in the room while Hollywood’s past is yelling at it.

And what a bizarre stroke of casting genius is Reed?

Who else could play Myron, a movie fanatic so consumed by Hollywood that he’s incapable of existing outside its fantasies than an actual film critic? Reed is simultaneously character, narrator, observer and intruder. His presence constantly reminds us that this isn’t merely a story about Hollywood; it’s a movie made by people obsessed with movies. That obsession explains the use of archival footage better than any technical analysis ever could. Sarne loves Hollywood even while attacking it.

That’s the secret reason I love Myra Breckinridge. Beneath all the mockery is an almost pathological fascination with cinema. Sarne isn’t destroying Hollywood because he doesn’t care about it. He’s destroying it because he cares about it too much. He absorbed all those images in his DNA and can’t resist tearing them apart to see what makes them tick. That makes his subsequent blackballing doubly infuriating.

The film didn’t vanish because nobody cared. Its opening actually generated enormous media coverage, but the reviews were savage (Time Magazine said that it was “as funny as a child molester”), audiences stayed away in droves  and the movie ultimately failed to recoup its investment. (TCM reports a $4.3-million gross against a roughly $5-million budget.)

Yet Sarne’s fate was harsher than the box-office arithmetic would suggest. Hollywood hired him to be daring; he obliged; then Hollywood decided that perhaps it didn’t mean “that” daring. His directing career was effectively over. Welch, who had hoped the film would prove she could do more than pose in glamorous costumes, found herself attached to a star vehicle that critics and audiences treated as an abomination. Even Vidal, whose novel had supplied the explosive material in the first place, disowned it.

And somewhere in the middle of all that vitriol stood Mike Nichols whose original interest in the project makes his more sympathetic attitude toward the end result particularly intriguing. Nichols understood what Sarne was attempting: the collision of sexual politics, pop culture, Hollywood mythology and formal experimentation. He knew that a movie could be messy and still be alive.

Sarne’s Myra Breckinridge is very much alive. That’s why, more than half a century later, I still find myself defending it. Not as a flawless masterpiece, but as something much more interesting: a spectacularly personal studio film made at the exact moment when the studio system was losing the ability to understand what personal meant.

Think of the historical timeline:

Bonnie and Clyde had already shattered the old rules; Easy Rider proved that a cheap biker flick  could become a phenomenon; and Midnight Cowboy won the Academy Award for Best Picture despite its X rating.

The Production Code was dead. Sexuality was moving from implication toward explicitness. Young filmmakers were being invited into the studios. Hollywood was desperate to look hip. And 20th Century Fox took one look at Michael Sarne, a young British director, and apparently thought:  “That’s our man!”

The joke was on them.

Sarne didn’t simply make a movie about the end of old Hollywood. He made one that behaved as though old Hollywood had already died and somebody forgot to tell the studios. The result is chaotic, vulgar, frequently tasteless, occasionally inspired and, yes,

altogether glorious.

I wouldn’t trade the old film clips for a more conventional structure.

I wouldn’t trade Mae West for a different actress who might have played the part “better.”

I wouldn’t trade John Huston lumbering through the picture like the ghost of the director of The Misfits.

I wouldn’t trade Farrah Fawcett before the fame, Tom Selleck before his mustache became an institution or Roger Herren before Hollywood forgot him.

I wouldn’t trade Rex Reed being Rex Reed.

I wouldn’t trade Raquel Welch strutting through this lunatic landscape as though she alone understood the joke.

And I certainly wouldn’t have traded Michael Sarne because what would a sane director have possibly done with Myra Breckinridge? Probably made a “respectable” movie. Thank God Sarne wasn’t interested in making one.

The film Sarne made remains the cinematic equivalent of discovering a gorgeous old movie palace on fire while the projectionist stubbornly keeps running the show.

Flames are everywhere; the audience is screaming; Mae West talk-sings; Shirley Temple smiles adorably; John Huston looks suitably appalled; Farrah Fawcett patiently waits for the future to discover her; Tom Selleck hides sheepishly in the wings; Rex Reed watches everything from the balcony with a supercilious grin.

And Michael Sarne?

He’s standing in the projection booth,  perfectly content to let the whole damn thing burn down.

Yes, I love it. Hollywood nervous breakdowns have never been more entertaining.

Movie-crazy from an early age, Milan Paurich grew up in Northeastern Ohio at the tail end of the Movie Palace era. Some of his earliest memories involve sitting in the balconies of downtown “Cathedrals of Cinema” and watching “Mary Poppins,” “In Search of the Castaways” and “The Three Stooges Go Around the World in a Daze” for the first time. Milan  ultimately took his incipient cinephilia to N.Y.U. where he graduated with a double major in Cinema Studies and Journalism. Milan has been reviewing films professionally for decades:  at daily newspapers, alt-weeklies and on local television stations where his reviews appeared three times every Friday–on two separate channels!–for more than a dozen years. Since 2001, Milan has been a voting member of the Critics Choice Association (Film Branch), and won three individual S.P.J. (Society of Professional Journalists) awards as “Best Critic in Ohio.” Updated weekly, his film/home video reviews currently appear online at: https://movieswithmilanmix989.com/