The First Anti-American Spy Film?

That was how director Ken Russell described his production of Billion Dollar Brain (1967). Whether that claim is true or not, Russell maintained it was the main reason the third entry in the Harry Palmer spy series failed at the box office. To be totally honest, none of the competing rivals in the film – Russia, the U.K., Latvia and the U.S. – are preferable over the other and come across as cynical, opportunistic entities that are only focused on their own agendas and self interests. Seen today, Billion Dollar Brain is easily most entertaining film in the five-movie franchise and deserves a reappraisal.  

Michael Caine returns as secret agent Harry Palmer in Billion Dollar Brain (1967), the third entry in the spy series. Ken Russell is the director.

Russell sails through the narrative in a giddy, anything goes manner that makes the first two Palmer films look stuffy and dour in comparison. At the start of Billion Dollar Brain, we discover that Palmer (Michael Caine) has left British intelligence and is running his own one-man private detective agency out of his grubby apartment. He accepts an assignment over the phone from an artificial voice encoding that sends him to the London airport to retrieve a mysterious package from a locker. Inside is an ordinary looking thermos containing several virus-infected eggs which he is instructed to deliver to a contact person in Helsinki. Palmer finds his contact murdered and is soon blackmailed into returning to his former U.K. secret service job. For most of the duration of Billion Dollar Brain, Palmer is kept in the dark – and so is the viewer – about what is really at stake as he is continually double-crossed by a rogue agent (Karl Malden) and his deceptive mistress (Francoise Dorleac), a Russian operative (Oskar Homolka) and a commie-hating Texas billionaire (Ed Begley), whose crackpot nature resembles Sterling Hayden’s unhinged character in Dr. Strangelove.

Ed Begley gives an over the top performance as Gen. Midwinter, a crazed Texas millionaire in Billion Dollar Brain (1967), directed by Ken Russell.

It was The Ipcress File (1965), the first in the series of espionage thrillers featuring British secret agent Harry Palmer and based on the popular Len Deighton novels, that first launched Michael Caine’s career as a leading man. It also led to an even bigger success for Caine the following year in Alfie (1966) which garnered him Best Actor nominations from the BAFTA, Golden Globes, National Society of Film Critics (USA), and the Academy Awards but there was a price to pay.

Harry Palmer (Michael Caine) is not happy about the new technology or his return to his old secret service job in Billion Dollar Brain (1967).

Caine had signed a five picture deal with producer Harry Saltzman and had already made the first two Harry Palmer films, including Funeral in Berlin (1966), when he began work on his third Palmer adventure, Billion Dollar Brain (1967). The actor was clearly unhappy with this binding arrangement due to more lucrative offers coming his way now that he was a top box office draw. He may also have wanted to avoid the sort of typecasting trap that his friend Sean Connery had experienced with the overwhelming popularity of the James Bond series. Saltzman, however, agreed to release Caine from his commitment after Billion Dollar Brain although the actor would return to the role two more times after Saltzman’s death in 1994. Bullet to Beijing [1995] and Midnight in Saint Petersburg [1996] were the final entries in the Harry Palmer series.   Saltzman, who co-produced the James Bond film series with Albert R. Broccoli, wanted the Harry Palmer movies to serve as a more realistic and serious take on the spy genre with Palmer relying on his intelligence more often than weapons or his fists. The emphasis was on the often complex twists and turns of the plot and not the high-tech gadgetry, sexy female heroines or tongue-in-cheek one-liners that distinguished the Bond films. For Billion Dollar Brain, Saltzman wanted a fresh approach and that meant a new director (The Ipcress File was directed by Sidney J. Furie, Funeral in Berlin was directed by Guy Hamilton). Director Andre De Toth, who was serving as co-producer on the film, recalled in his autobiography Fragments, that the screenwriter “John [McGrath] had an idea about a director and had shown me some exceptional BBC films on composers (Elgar, Bartok, Delius) by a man I had never heard of – Ken Russell.”

Producer Andre De Toth, director Ken Russell (center) and Michael Caine on the set of Billion Dollar Brain (1967).

Michael Caine also supported the choice having seen and liked Russell’s film on Debussy. Despite this, Saltzman had serious doubts when he screened Russell’s first theatrical feature French Dressing (1964), an unsuccessful slapstick comedy. Still, he went ahead with an offer that would allow Russell to film his dream project – a movie on Nijinsky – if he’d direct his Harry Palmer thriller first. It marked the beginning of a very stormy and turbulent relationship between the two men that lasted through the entire production of Billion Dollar Brain.

Harry Palmer (Michael Caine, right) is threatened by a Latvia operative in the Ken Russell spy thriller, Billion Dollar Brain (1967).

The first challenge was crafting an acceptable screenplay from Len Deighton’s novel. Russell, working with scenarist John McGrath, recalled, “The book was totally illogical. The reasons people did things, went places and said things had no rationality whatsoever. There was a lot of business about infected eggs, for instance, that had nothing to do with anything…But John got down to the business of trying to insert some logic into the events while at the same time we’d throw in something that tickled our fancy. For instance we both liked Eisenstein so we put in a modern “Battle on the Ice.” And the script gradually became more and more anti-American and pro-Russian, in that the film deals with American interference in affairs which are not its concern. In this case it’s Latvia whose internal politics are interfered with, but for ‘Latvia’ one could easily read Vietnam.”

Anya (Francoise Dorleac) and Leo Newbigen (Karl Malden) make an intriguing if dangerous odd couple in Billion Dollar Brain (1967).

There were disagreements between Russell and Saltzman over the choice of cinematographer. Otto Heller, who had shot the two previous Palmer films (as well as Michael Powell’s Peeping Tom [1960] and Alfie), was on board again and Russell said, “He was a very old, tired man. I liked him very much. He’d done some good work, crude but gutsy. We went together on a scouting trip to Helsinki where we were going to shoot most of the action but he never got out of the car. He’d come out of a cat nap, look out the window at a location and say “No problem,” then go off to sleep again. It was all a bit creepy…” It was obvious that Heller’s health was rapidly deteriorating and the production manager insisted that Heller have a physical. The prognosis was not good and Saltzman replaced him with Robert Krasker, the Oscar-winning cinematographer of The Third Man (1949).

Double agent Anya (Francoise Dorleac), Russian colonel (Oscar Homolka) and British spy Harry Palmer (Michael Caine) tie up loose ends in Billion Dollar Brain (1967), directed by Ken Russell.

Krasker’s working methods and aesthetics soon clashed with Russell, who was looking for a documentary type of cameraman who could capture the frozen Baltic environment. Krasker quickly withdrew from the project, making Saltzman furious at Russell: “Best cameraman in the world not good enough for you, huh? What’re we gonna do now? We’ve not making Nanook of the North, y’know.” Russell was eventually able to convince him that the ideal man for the job was the relatively unknown Billy Williams, after screening some of his television work for Saltzman. Williams would go on to shoot Russell’s Women in Love (1969), The Wind and the Lion (1975), On Golden Pond (1981) and Gandhi (1982).

Ed Begley provides some unexpected comic relief as a seriously deranged crackpot in the spy thriller Billion Dollar Brain (1967).

Saltzman was a big advocate of shooting movies on location but Helsinki in the dead of winter proved to be a major challenge and not a pleasant experience for either the cast or crew. Caine, in his autobiography, recalled the miserable working conditions: “The cold in Finland was difficult to understand. If you did not wear a hat you got a splitting headache as your brain started to freeze, and the sea, which is after all a moving body of salt water, froze to depths of eight to ten feet. In the winter they run roads for ordinary traffic straight across the bay on which Helsinki stands, like a free bridge.”

A publicity still from Ken Russell’s Billion Dollar Brain (1967) starring Michael Caine and Francoise Dorleac, sister of Catherine Deneuve.

The plan was to shoot the outdoor sequences on the ice and snow first before the Spring thaw which usually began around March 15th and then the interior scenes at Pinewood Studios in England. However, the thaw began three weeks earlier than expected and threw everyone into a panic. As a result, the climactic battle on the ice sequence was shot back at Pinewood studios but Russell rejected the art director’s decision to use radio-controlled toy models for the various vehicles. “It was actually cheaper in the long run to shoot the whole thing with real vehicles on a deserted airfield which we coated in salt,” Russell said, “and it looked more real; you can’t have men jumping out of model trucks. We built ramps around the tank and ran real lorries down into the water which was filled with pieces of polystyrene ice. I think it worked very well.”   After the film wrapped, a London premiere was arranged with Saltzman and Russell in attendance. It was a complete disaster with reels shown out of order and the Cinemascope framing completely ruined by an incompetent projectionist. “It was the last time I went to a premiere,” Russell said, “and from then on, whenever one of my films is being shown, I put the whole theatre staff through a terrible drilling. I also get all the sound and projection equipment overhauled, but even then it doesn’t always work.”

Harry Palmer (Michael Caine) and his double-dealing friend Leo Newbigen (Karl Malden) play assassination games in Billion Dollar Brain (1967).

Although United Artists was pleased with the final result, Billion Dollar Brain didn’t fare any better with the public or critics in America than it did in Europe. The Variety critic wrote “It doesn’t matter so much that the storyline offends belief – so do the Bond gambols – but it is deployed by director Ken Russell with such abrupt speed that it doesn’t make immediate sense in its own frivolous terms.” Roger Ebert of The Chicago Sun-Times agreed, writing, that Billion Dollar Brain “is a spy movie that commits the unforgivable sin of losing track of its plot. How can you take it seriously when the spy’s mission is never made clear?”

Anya (Francoise Dorleac) and Harry Palmer (Michael Caine) have little time for romance in the espionage thriller, Billion Dollar Brain (1967), directed by Ken Russell.

Seen today, Billion Dollar Brain is certainly the liveliest and most stylish entry in the Harry Palmer series. Even Ken Russell has changed his original negative assessment of it. “Making the film was such a struggle and its reception so dispiriting that for years after I automatically ran it down to everyone. But when it was revived on television recently I saw it again and was very agreeably surprised. It’s totally incomprehensible, of course, but quite stunning in parts – particularly the Midwinter sections. I also liked the Russian general’s speech about Lenin in the hotel bedroom. The film must be just about the only one of its kind ever to treat a totally commercial subject in that way. I could kick myself for apologising for it all these years.”   Some additional trivia on Billion Dollar Brain:

It was the last film for French actress Francoise Dorleac, sister of Catherine Deneuve. She was killed in a car accident shortly after completing the picture.

Look sharp or you’ll miss small bit parts featuring Donald Sutherland as a computer scientist and Susan George as a Russian train passenger.

Karl Malden became a familiar spokesman for American Express in TV commercials indirectly due to this film. “…when I was making Billion Dollar Brain in London…my hotel room had been burglarized. The thief had indeed taken every penny of cash but had not touched the travelers’ checks,” Malden recounted in his autobiography. “Maybe I was just talking myself into it, but this appeared to be a product and a service I could stand behind.”

The dazzling opening credits were created by Maurice Binder who was also the main title designer for Dr. No (1962), Charade (1963), Repulsion (1965), Barbarella (1968), The Spy Who Loved Me (1977) and so many more.   Billion Dollar Brain was previously released on DVD by MGM in 2005 but in October 2014 the film was re-released by KL Studio Classics on DVD and Blu-Ray in stand-alone discs with no extra features except for the original trailer.    *This is a revised and expanded version of an article that originally appeared on the Turner Classic Movies website.    Other websites of interest:








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