Robert Benton and David Newman got the idea for Bonnie and Clyde when they were both working for Esquire magazine in 1963. They had fallen in love with the work of French New Wave directors Francois Truffaut and Jean-Luc Godard and realized they wanted to follow in their footsteps. Then they read John Toland's The Dillinger Days, an account of the great outlaws of the Depression. In particular, they were fascinated with the stories about Bonnie Parker and Clyde Barrow, whom Benton had heard about as a child in East Texas.

Benton and Newman worked on the script late at night while listening to Lester Flatt and Earl Scruggs' recording of "Foggy Mountain Breakdown," which would eventually become part of the film's score.

After finishing the script, the writers sent it to Truffaut, their first choice to direct. He was interested, but eventually passed on the film, suggesting they offer it to Godard, who also turned them down.

When the script was making the rounds of Hollywood studios, the biggest objection was a sequence in which Clyde Barrow invites C.W. Moss to join him in a sexual menage a trois with Bonnie. The suggestion that Barrow might have been gay was inspired by the sexual revolution of the '60s, but it was too much for most studio executives to handle.

Warren Beatty's career was in the doldrums when he decided to try producing his own film. His first experience came with What's New, Pussycat? (1965), a film whose title was inspired by one of his favorite ways of greeting female telephone callers. During scripting, however, his role kept getting smaller. When co-producer Charles Feldman broke a promise not to put his protegee, model-turned-actress Capucine, in a leading role, Beatty walked on the film, which went on to become a big hit. Determined to keep himself from being edged out again, Beatty decided that he had to produce his own films. Ironically, Woody Allen, who wrote What's New, Pussycat? and made his screen debut in it (his role kept shrinking as Feldman decided to showcase other performers), also decided to produce his own work after that experience.

Beatty learned about Bonnie and Clyde when he and then-girlfriend Leslie Caron had dinner with French director Fran¿s Truffaut in an effort to convince him to direct a film biography of Edith Piaf for Caron. Truffaut passed on that project, then suggested that a script he had just received had a great part for Beatty. The role was Clyde Barrow.

When Beatty called Benton and Newman about reading the script, they didn't believe it was really him. When he showed up a few minutes later to pick up the script, they were shocked. Half an hour later, Beatty called again to say he wanted to make the film. They warned him to hold off until he'd read the entire script, including the menage involving Bonnie, Clyde and C.W. Beatty called again after he'd finished the script, to say he still wanted to do it. He optioned the script for $7,500. When the film went into production, he paid the writers $75,000.

Beatty had worked with director Arthur Penn on Mickey One, a small, surrealistic film that had failed at the box office in 1965. But Benton and Newman thought the film had a distinct European-American flavor and suggested they offer Bonnie and Clyde to him. Penn's career was at a standstill after the failure of Mickey One. He had just been fired from The Train (1964) by that film's star, Burt Lancaster, and shortly after that, producer Sam Spiegel seized control of The Chase, (1966) another film Penn was directing. Naturally, he was depressed and turned down Bonnie and Clyde at first, complaining that he didn't like the script. Beatty almost had to browbeat Penn into taking the job.

Beatty then pitched the project to Warner Bros. According to legend, he offered to kiss studio head Jack Warner's shoes to get him to finance the picture, though Beatty denies it. Although the studio had little faith in the film, his offer to make it for a small salary and 40 percent of the gross made it seem like a safe investment. The deal would make him extremely wealthy.

Shortly before filming began, Penn tried to back out again. Beatty got him to stick with the project by bringing in writer Robert Towne to re-write the script. His contributions included moving some scenes around for greater dramatic impact. The comic sequence in which the gang kidnaps a young man and his fiancee, only to let them go in a panic when they learn he's a mortician, was originally set near the end. Towne moved it up to just before the reunion with Bonnie's mother to deepen the sense of foreboding in that scene. He also added a line at the end of the reunion scene. When Clyde suggests that he and Bonnie could move closer to her family after they retire from robbing banks, Towne had her mother say, "You try to live three miles from me, and you won't live long, honey."

Over Benton and Newman's objections, Towne also cut the homosexual angle from the script. Instead, he made Clyde impotent, suggesting that his violent behavior grew out of his sexual inadequacy.

by Frank Miller