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It's almost impossible to overstate the influence of Arthur Penn's "Bonnie & Clyde." It wasn't alone as one of the film breaking down the walls of a "new cinema" -- Michaelangelo Antonioni's "Blow Up" had turned heads the previous year, and Mike Nichols' "The Graduate" helped with the impression of the changing of the guard when it followed a few months later. But it was Penn's film (written by journalists Robert Benton and David Newman, with a polish from Robert Towne and produced by Warren Beatty), which told the story of Clyde Barrow and Bonnie Parker, the Depression-era bank robbing duo, that really felt like the lightning strike, bringing the techniques, sexuality, violence and cool-factor of European cinema to a mainstream audience for the first time.

Released 45 years ago this week, on August 13, 1967, as often is the case, getting "Bonnie & Clyde" to the big screen wasn't an easy journey. Four years in the making, the film went through a number of high-profile directors, proved difficult to cast, had a fiery production, and was nearly buried by parent studio Warner Bros and by influential critics. But by 1968, it was a bona-fide cultural phenomenon, featured on the front of Time Magazine, winning ten Oscar nods (of which it picked up two), and taking $50 million at the domestic box office (adjusted for inflation, that's over $300 million today). The film has been heavily documented over the last few years, mostly thanks to Peter Biskind's "Easy Riders Raging Bulls" and in particular Mark Harris' must-read "Scenes From A Revolution," and to celebrate this 45th anniversary, we've assembled five facts you might not know about Penn, Beatty, Benton and Newman's brutal, sexy masterpiece. Check them out below.

Jean-Luc Godard with Francois Truffaut
Jean-Luc Godard with Francois Truffaut
1. Francois Truffaut was the first director on board, and Jean-Luc Godard soon replaced him.
Writers David Newman and Robert Benton (who would go on to pen "What's Up Doc?" and "Superman," while Benton would become an acclaimed director in his own right) were twenty-something staffers at Esquire Magazine, who'd fallen in love with the cinema of the French New Wave, and in particular Francois Truffaut's "Jules Et Jim." In the summer of 1963, they began work on a screenplay about Clyde Barrow and Bonnie Parker, inspired by their reading of John Toland's Depression-era gangster history "The Depression Days," which featured Bonnie & Clyde in minor roles. From the off, they wrote the screenplay for Truffaut, and after helmer Arthur Penn turned their treatment down, managed to get it to the French helmer through a mutual friend he shared with their producer, Elinor Jones. Truffaut was already planning his English-language debut, "Farenheit 451," but was intrigued by what he read, and in 1964, came to New York to work on the script with Benton and Newman for a few days. For research, Truffaut set up a screening of film noir "Gun Crazy," inviting his friend Jean-Luc Godard, another idol of Benton and Newman's, who happened to be in New York at the same time, with wife Anna Karina. And it seems that at some point, Godard too became interested in the project; when he went to visit the set of Penn's "Mickey One," Godard reportedly had a copy of the treatment, and talked about making the film as a quick, low-budget project. Truffaut remained attached for a few months, but ultimately wrote back to Jones saying that he was going to make "The Bride Wore Black" next (it ultimately wouldn't get made until 1968) before segueing into "Farenheit 451," and had to turn down "Bonnie & Clyde" with a heavy heart. But he had passed it on to Godard, who was "in love with" the project, and wanted to meet Benton and Newman. The director went as far as meeting with Elliot Gould about playing Clyde, and intended to get before cameras within three months, but when the producers told him that the weather wouldn't be suitable for a January shoot, he walked out of the meeting, and never came back. But the film's flirtation with the French New Wave wasn't over. Warren Beatty was trying to convince Truffaut to cast him in "Farenheit 451," and the director was re-enthused by 'Bonnie,' and started circling the film again, wanting to cast Terence Stamp as Clyde, and Alexandra Stewart ("Mickey One") as Bonnie. But as differences came up among the producers on casting, and it became clear that the film wouldn't be ready to shoot before his Bradbury adaptation, Truffaut bailed on the project again. Jones' option on the script soon expired, and in the end, it was an American director and producer/star who would take the film over the finishing line.

Warren Beatty Shirley MacLaine
2. Shirley MacLaine was an early possibility for Bonnie, with Bob Dylan as Clyde. Jane Fonda, Sharon Tate, Natalie Wood and Ann-Margret were also considered.
The same day that Jones' option on the film lapsed, Beatty picked it up for a cool $75,000. Initially, the actor was just going to produce the film, and wanted his sister, Shirley MacLaine, to play Bonnie, with the idea floated that Bob Dylan, who it was thought bore a resemblance to the real-life Clyde Barrow, as her counterpart. But it soon became clear that Beatty wanted to star in the film, which obviously put MacLaine out of the running. As for directors, Beatty had serious discussions with George Stevens ("Shane," "Giant"), but the veteran filmmaker was embroiled in a lawsuit over a TV edit of "A Place In The Sun," and in no mood to return to Hollywood. William Wyler, Karel Reisz and John Schlesinger all met on the project, before Beatty finally convinced Arthur Penn (with whom he'd had a professionally difficult, but personally good relationship with on 1965's "Mickey One") to take another look at the project, and Penn agreed to direct. The next big decision was who to play Bonnie. Beatty had long liked the idea of his ex-lover Natalie Wood in the role, and she was keen, but an offer never went out to her the role. The actor also like the idea of Jane Fonda (who'd been Truffaut's preferred casting decision), but she and Penn had fought on the set of "The Chase," so she was ruled out (the actress later said "Warren has an incredible way of making you think he's offering you a part... and then not using you... and you never feel you've been rejected"). Others considered included Sharon Tate ("The Fearless Vampire Killers"), Ann-Margret ("Bye Bye Birdie"), Carol Lynley ("Bunny Lake Is Missing") and Tuesday Weld ("The Cincinatti Kid"), who was actually offered the role, but turned it down, later commenting "I refused to do 'Bonnie & Clyde,' because deep down I knew it was going to be a huge success." Almost out of time, Beatty and Penn eventually settled on Faye Dunaway.