The origin of Two-Lane Blacktop began with Will Corry, a character actor who composed the original screenplay after taking a road trip in 1968.

Corry's script involved a road race between two teenage drivers, one white and the other black, and a young girl who follows the race for love.

Producer Michael S. Laughlin paid $100,000 for the rights to Corry's screenplay.

When Monte Hellman was brought on as the film's director, he was dissatisfied with Corry's script and hired novelist Rudy Wurlitzer to do a rewrite.

Before he committed to doing the rewrite, Wurlitzer tried to pass the job onto his friend Terrence Malick, later the celebrated writer-director of Badlands (1973) and Days of Heaven (1978).

Wurlitzer wrote Two-Lane Blacktop while holed up in a Los Angeles motel room with a stack of car magazines.

Floyd Mutrux contributed to the Two-Lane Blacktop screenplay but was denied credit by Writers Guild of America arbitration because he did not hold a union card.

Shopped by Michael Laughlin and Monte Hellman, Two-Lane Blacktop was turned down by Columbia, Warner Brothers and MGM before Universal gave the project a go with a budget of $900,000.

Two-Lane Blacktop was eventually made for $875,000.

During preproduction, Al Pacino, Robert De Niro, Jon Voight, and Michael Sarrazin were all considered for the part of The Driver.

Bruce Dern was briefly considered for the role of GTO.

Monte Hellman got the idea to cast James Taylor as The Driver after seeing the singer-songwriter on a billboard on Sunset Boulevard.

Principal photography on Two-Lane Blacktop began on August 13, 1970.

Although Jack Deerson is credited as cinematographer, the real DP was Gregory Sandor, who received no onscreen credit for union purposes.

Two-Lane Blacktop was shot in sequence with a crew of 34 traveling along with the actors cross country from Los Angeles to Tennessee with location stops in Needles, California; Flagstaff, Arizona; Santa Fe and Tucumcari, New Mexico; Boswell, Oklahoma; Little Rock, Arkansas; and Memphis, Tennessee.

According to Beverly Walker, the film's publicist, "Hellman frequently scheduled filming between sunset and dawn in motel interiors, diners, and gas stations. Daylight sequences were sometimes shot on lonely country roads or against the backgrounds of sleepy hamlets. By the time the company rolled back into Marysville, TN at the foot of the Smokey Mountains for the final day of shooting, Hellman had achieved his purpose of affecting every member of the cast and crew with the feeling of having moved across a vast expanse of the United States."

The flat, enervated performances contributed by James Taylor, Dennis Wilson and Laurie Bird were produced by repeated takes that flattened their delivery.

The actors were allowed to see only a few pages of the shooting script at a time.

In an interview at the time with The Los Angeles Times, Taylor revealed his unhappiness with his role, stating, "I'm not an actor. I'll never do this again. If I ever did another film I'd have to be the director and writer, I'd have to be in control."

When James Taylor threatened to quit the production, Hellman allowed him to read the entire script.

In defense of Hellman's method, Oates revealed in an interview that "The script is a road map for the actor. See, Monte didn't want us to know what the end was. I didn't care how it ended! I just wanted to know what I was supposed to be doing...he thought he'd get something fresh and brand new from the kids that way. I'm not talking out of turn when I say Jimmy Taylor had terrible struggles relinquishing control to Monte. And Laurie Bird was new, too, and defending herself. Monte would say, 'Talk low' and they just didn't want to do it."

Warren Oates was particularly nervous about his first scene in Two-Lane Blacktop where he picks up a hitchhiker (Bill Keller) from Texas, stating in Susan Compo's biography Warren Oates: A Wild Life: "That was a gruesome day. First of all I had to learn a lot of nomenclature to understand about the automobile that I'm not familiar with, even though I served time in the US Marine Corps as an aviation mechanic. I'd closed out that aspect of my life and I didn't understand it at all so I had to learn that dialog first and it was brutal. I think that day we began to understand something...We determined that GTO was not lying. I believe everything I say and I carry it through each character I meet. That's how I worked the first day and that's how I got into it really."

Commenting on his character GTO, Oates also said, he "represents a comic and tragic figure; you have to walk a very tight line to achieve this. So if I got a little large in one area, Monte pulled me back. If I went the other way, Monte pulled me back. Sometimes Monte thought I was too funny and sometimes I thought he held me back. Maybe I'd pout a little, he'd clear his throat and we'd get it done. Monte and I knew each other."

Three '55 Chevys were used throughout Two-Lane Blacktop and two of them were later repurposed for American Graffiti (1973).

The scene of The Girl begging for spare change was shot without the bystanders knowing they were being filmed.

Hellman revealed in Susan Compo's Oates biography that "My favorite scene is [the] one in which Oates gets soaked in the rain at the gas station. He's waiting by the Coke machine...and he has a lot of time there where, you know, his thoughts are racing but...he's not acting out any particular action. And it's a ballet. I mean he's really doing everything while he's doing nothing. He was always doing something. He was never at rest."

The original cut of Two-Lane Blacktop was three and a half hours long.

Universal studio head Lew Wasserman hated Two-Lane Blacktop so much that he refused to promote the film, dooming it to a quick death at the box office.

The roar of the '55 Chevy used in the film was later dubbed into Smokey and the Bandit (1977) to stand in for the engine sound of the Trans-Am driven by Burt Reynolds.

Two-Lane Blacktop's delayed debut on VHS tape in 1999 was largely due to litigation over music rights.

by Richard Harland Smith

Sources:
Warren Oates: A Wild Life by Susan Compo (University of Kentucky Press)
Monte Hellman: His Life and Films by Brad Stevens Two-Lane Blacktop essay by Pat Padua, National Film Registry Interview with Monte Hellman by Nicholas Pasquariello, Jump Cut No 10-11, 1976 Monte Hellman interview, Two-Lane Blacktop DVD, The Criterion Collection, 2008 Rudy Wurlitzer interview by Jay Babcock, Arthur Magazine, May 2008