04. Martin Sheen was initially considered to be too old for the role of Charlie Starkweather.
Casting director Diane Crittenden recalls to GQ, "We were looking for a James Dean character, basically. Somebody confident and a bit narcissistic, and Marty Sheen came to mind, but Terry didn't think that would fly. He thought he was too old." But not only that, he nearly didn't even bother reading for the part.

"I went to this hotel on Sunset Boulevard one day to read for a commercial for a haberdashery. Afterwards, as I headed toward my car, this woman is pounding on the window of the first floor of the hotel, trying to get my attention," Sheen said to GQ. Crittenden adds, "I ran up to him and said, 'I'm doing this great script. You should come in and read for it.' He said, 'Look, if it's an independent film with no money, I'm not interested.' And I said, 'But it's so good!'"

At a recent screening of "Badlands" at the LACMA, Sissy Spacek confirmed that Sheen was not the first choice. "I was cast first, and I got to do scenes with every good looking actor in Hollywood, and Terry said, ‘we have to meet with this guy as a favor, but he’s too old.’ That was Martin Sheen, and it was obvious immediately. From the moment we met him he was Kit, he had the boots and everything,” reports ScreenCrave.

But Sheen loved the material and nailed the audition with Spacek telling GQ, "Here I was ready to be nice, and Martin came in, and he just blew us away. I'd been doing the scene over and over with different actors, and it just changed everything. I felt like a thirteen-year-old schoolgirl twirling a baton in my front yard. We were giddy."

05. Malick’s style was not everyone’s cup of tea and the lengthy and difficult shoot saw three cinematographers, numerous editors and sound men come and go on "Badlands."
Terrence Malick's unorthodox, intuitive and open-ended shooting schedule and production style is now the stuff of legend and it was evident from his very first film. "The shoot went on forever because the crew kept quitting," Spacek told The Guardian. "They were completely brutalized. They'd be setting up one shot over here, then Terry would look over in the other direction where the moon was rising up and he'd go, 'Let's shoot over there!' I have these memories of everyone tearing off across the desert in pursuit of one sunset or another."

The Best Boy on the film Doug Knapp recalls to GQ, "The first unit must have run three and a half months, and then they did another month to two months of second-unit work with a completely different crew. For a small film, that's a long time. And the amount of film that was shot—I heard over a million feet on the first unit. More typical for a smaller film would be 250,000 to maybe 500,000 feet. I know they shot a lot on the second unit as well. Terry didn't seem to know very much about running the camera other than 'It's time to reload again, isn't it?' He would reload a lot."

"It just went on and on. Terry just kept shooting. He was about ready to lose his whole shooting crew. It was almost like Mutiny on the Bounty," actress Janit Baldwin recalls to GQ (her scenes were cut from the final film much to her shock). "He probably shot enough film to make five pictures," said actor Gary Littlejohn with Assistant Director Bill Scott noting, "There were days that we were knocking down 10,000 feet [of film]." So no surprise, the editing on the film took another ten months, but that's the process Malick appears to love the most.

"We were in the editing room on 'Badlands' for ten months. It was a long time,” Associate Editor and now longtime Malick associate Billy Weber recalled to GQ.” Terry loves editing. More than shooting. In the editing room, you feel like you're not being rushed into decisions. We put in twelve to fourteen hours a day." And despite all the people that had their hands in the pot, the final result is pure Malick.

"There were three cinematographers [Brian Probyn, Tak Fujimoto and finally Stevan Larner], lots of editors, sound men," Art Director and another longtime Malick collaborator Jack Fisk told the Guardian. "Except for the actors, the art department was the only one that completed the film. If the picture survived all those problems, it's because one thing was consistent: Terry Malick's vision."

And on Malick's subsequent films, his penchant for cycling through numerous members of technical staff would continue. "The Tree of Life" has five credited editors, "The Thin Red Line" has three and "The New World" comes in at four.