Boxcar Love: Scarecrow’s Not-So-Modern Bromance 

I couldn’t find anyone to go to an Al Pacino double feature with me at the New Beverly on a ho-hum Tuesday in Los Angeles, 2017. I didn’t try too hard to find a friend for the spur-of-the-moment twin bill. I couldn’t even vouch for either film, both directed by a filmmaker—Jerry Schatzberg—with whom I was unfamiliar. I rolled the dice solo.

Expectations low, I was taken by the first film, The Panic in Needle Park—a gritty, slice-of-life heroin melodrama shot on location in Manhattan, with Pacino in his first starring role opposite crush-worthy Kitty Winn in a heartbreaking performance. I felt like I’d struck gold; surely the second feature, Scarecrow, couldn’t be as good. How could it be? I’d never once had this film recommended to me, despite it boasting two of Hollywood’s greatest actors. I remembered shrugging past its Warner Bros. clamshell VHS box in my local video store as a kid; something about the illustrated poster art, with its muted colors and barely recognizable caricatures of the two stars exiting a train’s boxcar, just didn’t scream “Rent me.” I was resigned to a sleepy stinker.

When the lights came on between features, lo and behold, Quentin Tarantino took center stage in front of the half-filled theater—not a huge shock, since in recent years he’d gone from landlord to full-time owner and face of the theater. He said he had a surprise for us. All heads turned as he pointed towards…me? No—someone rose in the seat directly in front of me: Al Pacino. I hoped I hadn’t been chewing my popcorn too loud. All flowing scarves and rumpled coat, the Oscar winner walked to the front of the theater and modestly saddled up to QT. He scratched his bedhead and confessed that he hadn’t seen the film since its release and wasn’t really sure what to expect. Even the always-bombastic Tarantino seemed muted on what we were about to watch, besides marking it as the debut performance by the late, great character-actor villain, Richard Lynch. Nonplussed, Pacino shuffled back to his seat in front of me as the lights dimmed. Not long after the opening title, I couldn’t help notice his silhouette bent low and hurrying up the aisle to the exit, scarves trailing in the dark.  


The film opens with a static shot, courtesy of cinematographer Vilmos Zsigmond, resembling a classic American landscape painting. Dwarfed by a golden California hillside that feels straight out of Steinbeck, a speck of a figure seems to appear from nowhere. At a glacial pace, we’re introduced to Gene Hackman’s Max—a bespectacled bear of a man in layers of tattered clothes, who fumbles over a barbed-wire fence before attempting to hitch a ride. But he’s not alone. Watching him from behind a tree is a small man in a peacoat, a baby-faced Pacino, also eager for a lift. A tumbleweed blows past. It’s a classic tableau—timeless, even; it’s not until the first car chugs past that we get our bearings in the modern day. The two drifters compete for a ride until realizing their odds for success are better if they team up. And, by the time they make it to a roadside greasy spoon for a post-meet-cute lunch, they’ve formed an uneasy enough alliance for Max to propose that Pacino’s Lion partner with him on a business venture—Maxy’s Car Wash—he’s got planned for Pittsburgh. Strangers on opposite sides of the road just that morning, now the drifters shake calloused hands to forge their fates together. 

This diner scene was the moment I stopped worrying and threw my lot in with these characters. There is a certain type of movie I adore—a slim subgenre mostly native to the first darker half of ‘70s New Hollywood—that just isn’t made anymore. No doubt their stakes seem too small and pedestrian now, the material teetering on toxic. I think of these films as ‘bummer buddy movies.’ Not that subsequent decades haven’t been a deluge of Apatowian entourages, midlife manchildren, and mismatched buddy cops—but there’s something about a handful of pictures from this period that hits harder for me. Men in these movies find common ground in their lousy lots in life; bond over becoming blackout drunk and stoned and chasing women or visiting sex workers; have each other’s backs in bar brawls and soured drug transactions; and often stumble out of dives at dawn with arms slung around each other, crooning gibberish songs. Things usually go downhill from there—way downhill; the platonic bromances of ‘70s cinema are doomed on a Shakespearean level. Male friendships in these films are treated as serious business, and I love them for that.

The bulk of Scarecrow sees the combative Max and gentle Lion on a detour-laden ramble across the country, from the flaxen hills of Bakersfield to Detroit’s bone-chillingly gray skies. Max always refers to Lion as his “partner” in reference to their car wash plans; it’s a convenient way for gruff alpha dog Max to couch his deepening relationship with the oddball Lion. Both men are trying to find their footing in society after years away (Max locked away in prison; Lion “at sea,” presumably with the Merchant Marines or Navy for five years)—like modern-day Rip Van Winkles, they find the world they’ve been absent from altered and changing under their well-worn shoes. In a seemingly throwaway moment, Max is excited to take Lion for breakfast at a hospitable “hobo jungle” (I had to look it up, too) but is disappointed to find it no longer there, apparently displaced by the behemoth factory in the distance. “It’s like I’ve been asleep for nine years,” he grumbles. Max and Lion pass through flophouses, car graveyards and beer halls, boxcars and hay haulers—what writer Greil Marcus dubbed “the old weird America”—that seem to reflect their outdated mental states and highlight their hopeless incongruity with a capitalist America fast outpacing them.

In fact, there’s little in the film anchoring us to the usual ‘70s cinematic cornerstones; there’s no stumbling upon a flock of free-love hippies, as in the bummer buddy picture The Last Detail, or crashing a cutting-edge Warhol-esque loft party as the characters do in Midnight Cowboy. No one’s dropping out or getting turned on. For all their rootless meandering, there’s nothing counterculture about Max and Lion. Their vagabonding is less lifestyle choice, more economic necessity. Their dreams—Lion to reunite with the wife and child he abandoned, Max to start up a car wash—are meat-and-potatoes bourgeoisie. The film’s one brief brush with hippiedom (a hitched ride in a flower family van that Max flees due to a screaming baby) is so curtailed that I wondered if Schatzberg and writer Garry Michael White made a conscious effort to sidestep counterculture and lean into an amber timelessness.

As a film, Scarecrow often feels as out of time as its main characters. It defies easy categorization. Schatzberg infuses the film with a gritty kitchen-sink realism and docudrama aesthetic, while the script is peppered with moments of flat-out slapstick bordering on vaudeville (a department-store sequence in which Max instructs Lion to deflect attention from him could have been lifted straight from a silent comedy). Additionally, the narrative eludes easy classification. The plot is Beckettian-threadbare, only for a dramatic crash of complications to pile-up in the film’s final reel. It’s this neither-fish-nor-fowlness that may have puzzled audiences at the time but makes the film feel so thrilling and non-formulaic now.

Even as a road picture, Scarecrow dodges convention, screeching to a pitstop halfway through, and becoming, for a spell, a compelling prison picture. When a wild dive-bar bender segues first to a parking-lot conga line—with Pacino’s Lion, for unknown reasons, in a bee suit—and then to a full-scale brawl, our duo lands in a Denver work farm. Here, our mismatched buddies have their first argument, with prison-weary Max blaming Lion for their predicament, warning him to keep his distance and effectively severing their “partnership.” Enter Richard Lynch in his screen debut as a deceptively amiable prisoner, Riley, who takes Lion under his wing. Riley has the prison wired, bribing guards with sexual favors from his prostitution connection on the outside in exchange for cushy work details. Only when the two men are up late sharing stories and contraband booze does Riley make his agenda clear: he makes a pass at Lion. Lion tries to defuse the situation with antics and cartoon voices—no doubt how the diminutive seaman dealt with past aggressions. But Riley won’t be easily put off. 

His face bloated and battered like rancid meat, Lion later stumbles into the prison bunkroom in the dead of night. A regretful Max holds him as he collapses. As an ex-con who previously refused Lion’s questions about the sexual side of prison life, Max has presumably been in Lion’s position. His swagger and hardened demeanor, his moniker as the “meanest son of a bitch alive,” and his insatiable heterosexual appetite would seem to be the armor Max has assembled for himself since his own tangles with prison assault. As Max cradles his wounded friend, we sense the regret that the stronger and more cynical man feels for not being there to save the guileless Lion from the traumatic beatdown—or, more aptly, save Lion from becoming more like himself.

And here, halfway through the film, is where the closest thing to a plot shimmies into focus like a hitchable jalopy on an empty road’s horizon. Fresh from the work farm, Lion and Max are drinking the day away when Max gets into a row with another patron and is about to throw down. Lion starts to storm off; his prison beating has robbed him of his innocence. As we’ve seen repeatedly, he’s a sweet-natured clown averse to conflict, in contrast to his partner. It’s a philosophy Lion has shared with Max, a bit of homespun optimism about how scarecrows—contrary to popular belief—are effective not because the straw-stuffed dummies scare crows away, but because they make the crows laugh. Previously, the rough-and-tumble Max scoffed at his friend’s catch-more-flies-with-honey optimism, but here in the bar room, he demonstrates that he’s picked up a thing or two from Lion. In one of the film’s most memorable sequences, Max engages in a striptease—peeling off layer after layer of his ragtag wardrobe—at first to confusion, then jeers, and finally to the absolute delight of the bar’s jaded patrons. It’s comic and sentimental and one of my favorite Gene Hackman scenes (in a career clearly choked with knockout ones). In sequences like this one, the authenticity of the location, the verisimilitude of the extras—leering and laughing, their faces worn, tired but still gleeful, and almost Rockwellian—and the spontaneity of the two actors at the top of their game elevate the free-wheeling material. As Max winds up his little dance, Lion watches from the doorway; the performance is for his benefit. The brawl-happy Max is showing—for maybe the first time in his life—restraint, and is risking humiliation to show his vulnerable friend that he was right after all, to help him retrieve the humanity he’s lost. The film’s funniest scene is also its most profound.


Captain America blown off his motorcycle; Ratso expired in the back of the bus before he can feel the Florida sunshine; Lightfoot dying from a kick in the head in Thunderbolt’s getaway car—downer endings reflecting the soured national ennui were de rigueur at the time, especially in the bummer buddy movie. But even by those standards, the fate awaiting Lion and Max in Pittsburgh feels particularly wrenching. 

Calling ahead to his abandoned bride from a payphone, Lion is greeted with more resistance than he anticipated. Penelope Allen as Annie burns a white-hot hole in the celluloid as she unloads years of abandonment and resentment on her estranged husband from a cramped apartment. Among the railroad boxcars and halfway houses of Scarecrow, Annie’s apartment is the film’s rare setting with a present-day feel—cheap plastic toys, boxy TV, Casey Kasem squawking on the radio. The garish modernity accentuates the distance accumulated from all those years Lion’s been away. Lion, like a ghost trying to make contact across a vast divide, hopes his call will not just reunite him with his wife and child, but also give him a place in a world that seems to have passed him by. 

His hopes are dashed, to say the least. If there’s a more emotionally devastating phone call in American cinema, I sure can’t think of it. Embittered by her abandonment, Annie lays the mother of all guilt trips on Lion (“You bastard,” she repeats like a mantra). The coup de grâce is a twisted lie. With their doe-eyed son looking on, Annie says she miscarried their baby, and blames it on Lion’s absence. Furthermore, without a proper baptism, the child’s soul is barred from heaven. Lion’s Catholicism, alluded to previously, now takes center stage. In retrospect, the scarecrow story he uses as a guiding light has a turn-the-other-cheek religiosity baked in; the scarecrow itself seems a Christ proxy. The silence from Lion’s side of the call is so heavy, so fraught with guilt, that Annie looks, for a split second, like she may reel back the monster lie. “Francis?” she says. But it’s too late; Lion has hung up. Even though he’s calling from a payphone right down the street, the connection has been severed forever; the lie may as well be true. It’s a devastating moment for the characters on both sides of the call.

From here, the film’s tragedy snowballs. Lion’s friendship with Max, deep as it is, doesn’t allow him to share Annie’s bombshell. Instead, Lion tells a lie of his own, celebrating the fact that he has a son. Only later in the day when Lion—eyes bulging as he play-acts a pirate—grabs a small child and wades into a roaring park fountain for a kind of impromptu baptism, does Max realize something’s gone terribly, horribly wrong. His friend, the doctor informs him later at the hospital, is catatonic. It’s a shockingly terse diagnosis that prompts more questions than it answers. Max has little choice but to leave Lion there. At the bus station, digging into his shoe for money to pay the fare, Max chooses a round-trip ticket; the gruff, combative “meanest son of a bitch alive” will be back to see his partner.

As many times as I’ve seen the film, this last handful of scenes roll in like a flash thunderstorm, delivering both a sense of whiplash and an emotional gut punch. It’s fast, destructive, and random (isn’t that how the most tragic chapters of our lives unfold?), highlighting the characters’ absence of a safety net, and was no doubt alienating to some audiences upon its release. Scarecrow targets no common enemy like other similar buddy films of the era—the blight of urban living depicted in Midnight Cowboy, the emotional toll of gambling addiction in California Split—to make the ending’s bitter pill any more palatable by feeling like part of a bigger picture. The film’s modest narrative ambition feels true to its everyday characters. These are not remarkable men; they’re as common as the tumbleweeds blowing past in the opening sequence. The final scene offers only the gesture of Max’s kindness towards Lion as a salve. 

Scarecrow isn’t there to pander or to inflate the importance of Max and Lion’s friendship. The film leaves it to audiences to decide if attention must be paid. Initially, it was not. Scarecrow split the top prize at Cannes (with Alan Bridges’s The Hireling), but neither Pacino or Hackman accompanied Schatzberg to the festival to receive the honor. Ultimately, the film was a box-office flop, especially considering that Pacino and Hackman were both fresh off the biggest pictures of their careers (The Godfather, The Conversation). Schatzberg has said that Pacino disliked the final cut of the film and didn’t speak with him for years. Hackman vowed to take on more commercial projects moving forward. In histories of the decade, like Peter Biskind’s Easy Riders, Raging Bulls, the film is dismissed as of “secondary” significance. In its own time, this hard-to-pigeonhole ambling road picture had as much trouble finding its place in the world as Max and Lion. 

But the past decade has seen Scarecrow garner a cult following, with Pacino and Hackman both publicly praising it, and Schatzberg even rhapsodizing about a sequel. There’s a moment in the film where Lion asks Max why he picked him as a business partner and friend. “Because you gave me your last match,” Max says off-handedly, ever the tough guy. Even later, by Lion’s side in the hospital, Max frames their relationship in business terms, pleading with Lion to wake up because he can’t open the car wash alone. But one look at Max’s face as Lion is wheeled away tells us everything we need to know about his true feelings. This kind of male relationship—struck up by necessity, solidified with a handshake, forged into friendship by hard days and wild nights on the road—seems almost as much a relic of the past in cinema as hitchhiking and hobo jungles. Maybe the intimacy of unlucky loners like this—inarticulate, moody, often unsympathetic—feels too small-fry for today’s big screen, too tough a nut to crack for audiences, too analog for a wired world of digital connections. This hardluck friendship at the heart of Scarecrow that may have underwhelmed audiences upon its release felt, to me—sitting alone that night at the New Beverly—nearly revelatory.