Originally, Warren Beatty hoped to cast French actress Leslie Caron, his girlfriend at the time, as Bonnie Parker. When he decided she wasn't right for the role, it led to the end of their relationship.

Other actresses considered for the female lead included Natalie Wood, Jane Fonda, Carol Lynley, Tuesday Weld and even Beatty's sister, Shirley MacLaine. Weld was almost set to do the film when she learned she was pregnant and decided she couldn't handle the location shoot in Texas.

Faye Dunaway had tried to get an interview with Arthur Penn when he was directing The Chase, but was rebuffed by a casting director who didn't think she had the right face for the movies. When Penn saw her in scenes from her first picture (The Happening, 1967) before its release, he decided to let her read for the role of Bonnie Parker.

In planning her performance, Faye Dunaway wanted to wear slacks as Bonnie Parker, since the character would need to move freely to race in and out of getaway cars. In contrast, designer Theadora Van Runkle suggested a more glamorous look with long skirts, a beret and a short jacket. The "Bonnie and Clyde Look" became a fashion rage, and for years afterwards Dunaway would insist on having Van Runkle design her costumes.

Beatty and Penn rounded out the cast with actors they had worked with during their days on Broadway, in live television and at the Actor's Studio. Beatty had been impressed with Gene Hackman -- who played Clyde's brother, Buck Barrow -- when they had worked together on Lilith in 1964.

Beatty fought to shoot the film on locations around Texas, partly to create an authentic image of the Barrow Gang's exploits, but also to avoid interference from Warner Bros. executives.

Writer Robert Towne accompanied the crew during the location shoot. In part, he was there to do last minute re-writes during filming. But he was also working with Beatty on a script that would later become their hit comedy Shampoo (1975).

Beatty and Penn quarreled constantly during filming, as the star questioned almost every one of the director's choices. As a result, the rest of the cast spent hours waiting for them to settle their differences. One major bone of contention was Penn's insistence, early on, that they add a scene in which Bonnie and Clyde pretend to be dead. Beatty insisted the idea was ridiculously pretentious, but Towne tried to write it anyway. The writer soon realized that Beatty was right, but cautioned him to avoid a confrontation on the matter. In his opinion, Penn was only holding onto the idea out of insecurity -- he couldn't admit he was wrong. After a few weeks of filming bolstered Penn's confidence, Towne was sure he'd drop the idea, which is exactly what happened.

Initially, director Arthur Penn went for a realistic depiction of rural life in the '30s. Many scenes were modeled on Walker Evans' photographs and NRA posters. When he shot Bonnie's reunion with her family, however, he was entranced by the more romantic aspects of the story and used slow motion and hazy photography to create a dreamlike feeling he would return to for other scenes.

While they were shooting Bonnie and Clyde's confrontation in the fields after she tries to run away from the gang, a cloud passed over the sun, casting an unexpected shadow over Faye Dunaway's face. Rather than re-shoot the scene, Penn kept it in as a means of foreshadowing the character's tragic end.

On the day the company shot the scene in which Bonnie and Clyde wade through a river after they're shot, a cold front hit Texas. It took three days to film the scene as the actors fought not to shiver while the cameras were rolling.

For the climactic ambush, Beatty and Dunaway were covered with dozens of squibs embedded in their costumes and makeup and wired to a central control that made them explode in sequence to create the illusion that they were being shot.

The idea of shooting the final ambush in slow motion came from Penn, who wanted to make something more "balletic" out of their death scene. The scene as written depicted the shoot-out as a series of stills with screams and machine-gun fire played in the background. Penn also insisted that one squib be placed to make it look as if the back of Clyde's head had been blown away in a reference to the John F. Kennedy assassination.

Initially, Warren Beatty refused to have Faye Dunaway billed above the title with him. Even during shooting, he fought efforts to raise her billing. Finally, after the film was shot, he realized how strong an impact she was going to make in the role and agreed to give her star billing.

When Beatty and Penn showed the finished picture to studio head Jack L. Warner, he called it "the longest two hours and ten minutes I ever spent." A few weeks later, he sold his share in the studio to Seven Arts Productions for almost $200 million dollars, but the new management was no more interested in selling the film. They decided to premiere it at a Texas drive-in, then dump it in second-string theatres. Even when the film had a triumphant preview for industry insiders at the Directors Guild, they refused to change their plans. Finally, Beatty convinced them to premiere the film at the Montreal Film Festival, where the stars were given 14 curtain calls and a standing ovation. And still studio management stuck to their original distribution plan.

To avoid censorship problems, Beatty held off sending a script to the Production Code Administration (PCA), the industry's self-censorship organization, until just before shooting began. Even so, PCA head Geoffrey Shurlock fought, unsuccessfully, to remove the intimation that Bonnie was nude in the first scene, the suggestion of oral sex in one bedroom scene and the scene in which a bank teller is shot in the face when he jumps on the getaway car's running board. Later Beatty had another fight to convince the head of the National Catholic Office of Motion Pictures (the successor to the Legion of Decency) that Faye Dunaway was properly covered when she runs downstairs to meet Beatty in the film's first scene. The official kept insisting that he could see her breasts.

After bad notices in The New York Times, Time and Newsweek, what turned things around for Bonnie and Clyde was a 9,000-word rave by Pauline Kael, who was just starting her career as a film reviewer. When the magazine for which she regularly wrote, The New Republic, refused to print the lengthy review, she sold it to The New Yorker, which marked the start of her long tenure there. According to rumor, she also got Joe Morgenstern to reevaluate the film in Newsweek. After initially panning the film, he reported that he had totally missed the point and gave it a rave.

With positive attention from the press and the critics, Beatty pressured Warner Bros. to re-release the film. This was an unprecedented move at the time. At first, studio CEO Elliot Hyman said he would only do it if Beatty agreed to a cut in his profit participation. When Beatty threatened to sue, hinting that he knew more about Hyman's business dealings than he did, the bluff worked. The film went back into theaters a few weeks later.

Bonnie and Clyde reopened the day the Oscar® nominations were announced. The film received 10 nominations, including Best Picture, Best Director and Best Screenplay. The second release was a huge success. In some theatres, the film grossed 10 times what it had during it first release.

by Frank Miller